Governing Council Meeting
l8th october 2oo7
Cricket Centre, Mumbai
Agenda Documents AgendaforBCCIMeeting-18thoctober2|N7lt11.00am l. Welcome and formal introduction 2. Apologies for anY absences 3. welcome to IMG team as special Invitees to the Governing council 4.ApprovalofthenewlndianPremierLeagueconstitution 5. Approval ofplayers long form contract 6. ApprovalofMOUwithIMG 7. Progress update from Adrew Wildblood of IMG 8. Approval of future action Points r franchising . broadcasting o production o hiring of Personnel o to negotiate with venues
g. Approval of dates for the tournament' the nature of the 10. Approval of a representation to attend Champions 2020 meetings and IPL presence.
11. Approval of the hiring of Ad Factors for IPL PR 12. To lay down guidelines for TA/DA for members and approval of the same 13. Approval of playing conditions for the tournament' 14. Approval of Tickefinaster as the ticketing agency 15. Chairman's overview of the Project 16. Time lines and key dates (to be provided by Andrew wildblood) 17. Approval of IMG contract 18. Approval of players mrtract signed to date 19. Approval to hire offrce space at cricket centre 20. Approval of any outstanding paymeirts on behalf of IPL on 21. Agtlrorisation for Chairrnan to sign and approve payments to various agencies behalf of IPL
22. Approval of Budget for IPL Page I ot 3
Viraf K Mistry
From:'VirafMistry"
--- Radhika Moolraj
> To: virafmi [email protected] ) From : Radhika Moolraj
> Begin forwarded message:
) ) From: "Loffhagen, John" >
> > Dear all,
> > I attach a suggested agenda based on the email of > 8 October to Andrew.
> > Radhika, I assum you will conform this to the BCCI > sryle and add > > anything else?
> > I will let you have a full pack of the latest ) versions of the ) ) documents later today.
) ) Regards,
> > John
) ) From: Radhika Moolraj > [mailto:[email protected]] > > Sent: 15 October 2007 ll:47 > > To: Loffhagen, John; Wildblood, Andrew l0lt6/2007 Page 2 of3
> > Cc: Lalit Modi > > Subject: Documents for 18th IPL Agenda
> > Hi Andred John,
> > Lalit and I working on putting togetherthe files > forthe IPL > > Meeting on the 18th and per the agenda. Please ) confirm when we > > would be likely to receive the documents from you > for the same. ) ) Thanks, > > Radhika
> ) Ms RadhikaMoolraj > > Office of the Vice President > > Chairman, Marketing Sub Committee > > Board of Control for Cricket In India ))Te: +912266637700
> > Address: > > 3rd FloorNirlon House > > Dr. Annie Beasant Road > > Worli > > Mumbai > > 400 030 > > India
>>= > > The preceding e-mail message (including any > attachments) ) ) contains information that may be confidential, may > be protected > > by the attorney-client or other applicable > privileges, or may > ) constitute non-public information. It is intended > to be conveyed > > only to the designated recipient(s) named above. > If you are not ) ) an intended recipient of this message, please > notify the sender t 2 bY replying to this message and then delete all > copies of it ) ) from your computer system. Any use, dissemination, > disffibution, ) ) or reproduction of this message by unintended > recipients is not > > authorized and may be unlawful. rc|rc12007 Provisiona! !FL $cheduling
Mumbai Bangalore Ghennai Kolkata Delhi Jaipur Ahmadabad Mohali Matchday 1 2 3 45 678 8v3 fri 1 sat 2 1v2 sun 3 3v4 7v8 mon 4 tues 5 zvs 6v1 wed 6 3v8 4v7 thurs 7 fri I 8v4 sat 9 1v3 5v7 sun 10 2v4 6v8 mon 11 tues 12 3v5 7v1 wed 13 4v6 8v2 thurs 14 fri 15 1v7 sat 16 2v3 8v5 sun 17 4v1 6v7 mon 18 tues 19 1v8 5v4 wed 20 3v6 7v2 thurs 21 fri 22 6v2 sat 23 1v4 5v8 sun 24 3v2 7vO mon 25 tues 26 4v5 8v1 wed 27 2v7 6v3 thurs 28 fri 29 5v1 sat 30 4v2 8v6 sun 31 3v1 7v5 mon 32 tues 33 1v5 6v4 wed 94 2vg 7v3 thurs 35 fri 36 5v2 sat 37 4v3 8v7 sun 38 2v1 6v5 mon 39 tues 40 1v6 3v7 wed 41 4v8 5v3 thurs 42 2vG 7v4 fri 43 Finals sat 44 Day grStG
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From: "Radhika Moolraj"
Agenda
Is we need to still PrePare.
What all do we need to get approved. Let john work the same thru Radhika and Mehmood. Some items we will circulate. Others which we don't want to give copies I will present on power point and leave a one liner on the agenda.
Some on my list are. 1. To welcome members and introduce them formally. 2. To Grant leave of absense. 3. To welcome IMGteam as special Invitees to the Governing Council. [/!tq 4. To approve new constitution that John is working on. l^yfu 5. To approve players long form contract -- 6. To approve Mou with Img. (No circulation) 7. Andrew Wildblood to present to date progress. 8. To approve way forward - franchising - broadcasting - production - hiring of personnel - to negotiate with venues 9. To approve dates for the tournament. 10. To ipprorre rep to attend Champions 2020 meetings and what IPL stand for the same should be. Nf(W I 1. To approve hiring of Ad Factors for Pr lZ. To lii down guidelines for TA/DA for members and approve the same. 13. To approve playing conditions for the tournament. 14. To approve iiik"t*u*ter as the ticketing agency. ( Ticket master to make presentation why we should use them) Ll/-/14 15. Chairman to give overview of the Project. t(wq 16. Time lines and key dates (andrew to provide the same) tM 17. Approval of Img contract. (No circulation) signed. We will list the names only in the agenda. ( No l-Ut1'L 18. Approval of players contract circulation of actual contract) 19. Approval to hire offrce space at cricket centre. (Shashi Prabhu to make presentation). The detailed drawings are with me. 20. To approve any outstanding payments on behalf of Ipl Zl. To u,rihotir" ihai.man to slgn and approve payments to various agencies on behalf of IPL
t01912007 E(lBg L wL 2
22. Toapprove Budget for IPL. (Andrew will we be ready with this ) 23..... Mehmood who will prepare John please refine and once items are ready we can forward to folders locallY.
Mehmood / Rads - discuss with me this tomorrow in offrce.
Thanks
Lkm Sent from my BlackBerry@ wireless device
Message------:-Original (,.',iiiif;-,..'.t';i;jf'1;,:;l,.,ir.ill FrOm: "WildbloOd, Andrewu ..'.;,;-il;j;;li,::>
Date: Mon, 8 Oct 2007 12:37:02 t ;.ir TO:(liq i Ii l'i i ,a) a;;'1'. i i) (.1;,ii;.: MiChael" CC:"LOfftragen, JOhn" 1 ..,1ii"i;r.;c,;.-:,;:',; '.';';':..1 " ,'.:',i), "FOfdham,
: ; l :-i a: ) (li'ii,.: i: ;l'; I . i : :3 i': :::: I ;: l i il ;';r'' " : ::: ffiect: l8th meeting of the Governing Council
Lalit,
discussed please? Is there an agenda for the above? If not can you advise what will be
Many thanks Andrew
Ms Radhika Moolraj Office of the Vice President Chairman, Marketing Sub Committee Board of Control for Cricket ln lndia
Te: +91 2.66€,3n00
Address: 3rd Floor Nirlon House Dr. Annie Beasant Road Worli Mumbai 400 030 lndia
rcDl2AA7 Minutes of the Openinq tPL Governinq Gouncit Meetinq held on 18th October 2007 at the Gricket Center. Mumbai.
1. The Chairman opened the meeting at 1 1.34am and welcomed everyone to the first IPL Governing Council Meeting:
Present were: Lalit Modi - Chairman/ Convenor lS Bindra Chirayu Amin Arun Jaitly Rajiv Shukla Sunil Gavaskar Ravi Shastri Andrew Wildblood - IMG John Loffhagen - IMG Catherine Simpson - IMG Michael Fordham - IMG Balu Nayer - IMG Amit Sibal - Legal Counsel BCCI Shashank Manohar - BCCI President Elect Sharad Pawar MP Pandove Niranjan Shah Prof. Shetty
2. Leave of absence was given to :
Mansoor Ali Khan Pataudi N Srinivasan - Treasurer BCCI
3. The President Elect, Shashank Manohar was invited to become a member of the Governing Council. The Chairman then introduced the special invitees from IMG.
4. John Loffangan from IMG gave an overview of the Governing Council Constitution and the Chairman asked for further comments from the members on the draft document. lt was noted that there was one minor err in the document to be changed which was regarding the point that the document states that the appointed CEO would be in charge of the bank accounts while the BCCI Treasurer would be the person to be the same. Refer to point K 5 of the said document.
5. ltem 5 was deferred to the IMG Presentation and the new IPL Logo presented by IMG was approved.
6. The Chairman explained that the basic contract is at a lower value which is guaranteed by the BCCI while the firm contract is one that is not dependent on the franchise and less popular with the players. lt was suggested that point (f) in the contract should be clarified in detail as it could lead to legal issues in the future. Arun Jaitly also reccomended that instead of disputes being subject to the juristiction of the Courts of Mumbai a separate legal panel should be formed to settle the disputes in arbitration.
7. The Chairman confirmed the signing of the list of players shown in ltem 7.
L The Chairman confirmed the signing of 3 Pakistan players: Younis Khan, Mohammed Asif and Shoaib Malik. The Chairman confirmed that discussion were being held with Austrlaian players. Unfortunatly, they were unable to participate in the League in 2008 due to FTP committments. The dilemma of them not being allowed to play for and Indian Franchise team in C2020 is still under discussion. lt was also noted that if an exception was made for Cricket Australia then the other boards would expect the same. The issue of the ECB not giving their players NOC was also raised and the Chairman asked the members to think of an adequate solution for the same.
9. The MOU signed with IMG was noted.
10. Approval was given to hire the premises for the IPL offices at Cricket Center.
11. The legal notice sent by Sheridan to BCCI, IMG and the PCB was noted and summarized.
12. The response to Sheridan from IMG was noted.
13. After noting the hiring of Adfactors, Andrew WiHblood reccomended that they design an international PR strategy with the said agency which was approved by the Council. ('. 14. lt was agreed that IPL TA/DA would be the same as the BCCI TA/DA.
15. During the presentation by lMG, it was reccomended that the following be noted: . To make use of the services provided by Robin Saunders by the various states for the stadium plans and hospitality to maximise on revenue. r I comprehensive list of all Indian State players be compiled for the IPL database. . That it was suggested that IPL follow the English Premier League format. . That official partners be added to the list of Sponsorship Rights Sales.
16. The draft schedule was noted and was still up for further discussion.
17. lt was suggested that all international Boards be involved in Champions 2O2O and BGCI should retain a 51% shareholding while the rest would hold a 49% shareholding. lt was decided that a structure needs to be desinged for the same.
18. The hiring of Dhiraj Malhotra was approved by the Council.
19. Dates and Timelines were to further discussed.
20. The outstanding payments for IPL approved and a budget to be drawn up.
21. The BCCI legal team are yet to revert on the Long Form Agreement with IMG.
22. Afew points were noted regards the players contract for further consideration: . Medical . lnsurance . Injury The issue of players unions was also raised and the legal advisors to IPL were asked to take this into consideration when providing feedback on the document.
23. Long Form Players Agreement - Waiting for comments - 1 week
24. Franchises Agreement - Waiting for comments - 1 week
25. Media Rights ITT - Waiting for comments - 1 week
26. Operational Rules for the IPL were to be further discussed and confirmed for the next meeting.
27. The date for the next governing council meeting was set for Saturday November 17th 2007 in Jaipur at 4 pm. Venue to be confirmed.
28. The Chairman thanked everyone for coming and closed the meeting at 2.00pm. Asendajtems for the Meeting
1. To welcome and introduce members
2. To Grant Leave of Absence
3. To welcome IMG team and others as special Invitees to Governins Council
4. To to BCCI *
5. To make a decision on the Final IPL Loeo*
6. Annrove Plavers MOU for:
. Basic Contract *
. Firm Contract *
7. To take note of sisned MOU's with nlavers as of date
8. To update Council in regard to remaining plavers to sign up
9. To take note of MOU siened with IMG
10. To aoprove the hiring of premises at Cricket Center ll. PCB *
12. To take note of BCCI and IMG response to the same *
13. To take note of hirine ofAdfactors forPR
14. To lav down suidelines for TA/DA formembers and staff 15. IMG Prosress Renort - Presentation * . Andrew Wildblood
t . John Lofflasen . @Simpson _ 16. To anprove dates for the Tournament 2008
17. To apnrove representatives to attend Champions 2020 meeting in ' Dubai and IPL stand for the same. The Chairman to undate the Council on the same
' 20. To anprove outstanding navment on behalf of IPL
21. To approve Long Form aereementwith IMG *
22. To approve Long Form Plavers Contract *
i 23. To anprove Long Form Plavers Agent Contract *
24. To aDprove Franchise Asreement *
25, To approve Media Rishts ITT *
26. To Anprove Operational Rules for the IPL *
27. To set dates for the next Meeting
28. Anv other items with permission of the Chair 1. To welcome and introduce members
' The Governing council members are as follows:
\. l. Lalit Kumar modi Chairman and Commisioner l- 2. ISBindra
i 3. Chirayu Amin r 4. Arun Jaitly ,. 5. Rajiv Shukla U. Mansur Ali Khan Pataudi , 7. Sunil Gavaskar
8. Ravi Shastri
' 9. Sharad Pawar President BCCI
l 10. Niranjan Shah Secretary BCCI
12. MPPandove Joint SecretarvBCCI f3. ?trr-A-u"^l' e-\.*J- tr€
I 3. To welcome IMG team and others as Special Invitees to Governing Council
. 1. Andrew Wildblood
' 2. John Loffhagen ,.h,A,t Wl*' 3. Catherine Simpson M 4. Balu Nayar
5. Amit Sibal Legal Counsel BCCI - 6. Shashank manohar President elect BCCI
. 7. ProfRatnakarShetty CAOBCCI
'lo
ll
I t 4. To examine and approve ne\ry Governing Council constitution to present to BCCI * Draft Governing Rules to be adopted by the BCCI for conduct of TIIE INDIAN PREMIER LI,AGE
BACKGROUND
The BCCI is establishing and operating a domestic, franchised Twenty 20 cricket league comprising approximately eight teams initially with each team to play the others both at home and away. It is the intention that there should be no relegation from the League and for it to operate by way of a system of franchised operations with effective structures to maintain the vital element of competition. If appropriate, the winner(s) of the League would participate in an international Twenty 20 cricket competition comprising the winners of equivalent Twenty 20 domestic cricket leagues from other countries. The following Governing Rules set out and define, as regards the BCCI, the League, Franchisees, players, team officials and match officials, the objects and powers of IPL and the powers of the Governing Council in respect of the League.
B. OBJECTS OF TTIE INDIAN PREMIER LEAGT]E
The objects ofthe IPL are:
(a) to foster, govern, develop, promote, organise and manage the League and generate value and goodwill in it;
(b) if appropriate, to participate in fostering, promoting, developing, organising and managing the playing ofa Champions Tournament and generate value and goodwill in it;
(c) to make, adopt" vary and publish the Operational Rules, together with any other regulations and conditions for the management and/or government ofthe League and matters relating thereto, and to take all such steps as shall be necessary or advisable for enforcing such Operational Rules and such other regulations and conditions;
(d) to assist Franchisees, players and teams to comply with the Operational Rules and/or the Laws of Cricket by giving of advice on the interpretation of the same and the taking of disciplinary action where necessary and to set up procedures to resolve disputes between Franchisees pursuant to the Operational Rules;
(e) in pursuance of the mandate given by the BCCI to IPL, to exploit and enter into contracts and other arrangements in relation to, and to take action to protect, all rights in or relating to the League or individual Matches and other intellectual property rights oflPL insofar as those rights are vested in or are managed by IPL and to generate a profit from the operation of the League which shall be shared between the BCCI, the IPL and the Franchisees;
(f) to otherwise deal with all or any details or arrangements or other things as may be considered necessary or desirable for, or ancillary to, the comfort, conduct, convenience or benefit of Franchisees, players, spectators and other consumers of the League or of any other persons concerned or engaged in or associated with IPL or BCCI; (g) to do all such other acts or things, to enter into contracts and undertakings with others and to take such other steps as may in the opinion of IPL or the Governing Council be conducive to the attainment or furtherance of the other objects of IPL; and
(h) to use the League as abase to further develop the playing of, the coaching of, the watching of and the profile of the game of Cricket in India at whichever level it is played, and regardless of a=ge group or gender.
^c. DEFINITIONS
In these Governing Rules (unless the context requires otherwise) the foltowing expressions shall have the following meanings:
(a) "BCCI" means the Board of Control for Cricket in India;
(b) "BCCI Office-Bearers" means all office-bearers of the BCCI at any relevant time, being at the date of adoption of the Governing Rules the President, Honorary Secretary, Honorary Joint Secretary and Honorary Treasurer;
(c) "CEO" means the person who shall act as the Chief Executive Officer of IPL as contemDlated bv the Governing Rules;
(d) "Chairman" means the Chairman of IPL who shall be chosen as contemplated by the Governing Rules and who at the date of adoption of the Governing Rules is set out in Schedule 1,
(e) "Champions Tournament" means, if and to the extent that the same is organised from time to time, the competition to take place between the winner(s) of the League and the winners of equivalent Twenty 20 cricket competitions which are staged in other countries;
(0 "Executives" means those executive officers of IPL who may beappointed from time to time by the Chairman in accordance with the Governins Rules:
(e) "Franchisee" means a company which has entered into a franchise agreement with the IpL and thereby agreed to field a team in the League and, where appropriate the Champions Tournament and which has the benefit of certain rights and benefits in respect of the League and, where appropriate, the Champions Tournament as set out in such franchise agreement;
(h) "Game" means the game of Cricket;
(i) "Governing Council" means, those persons who shall operate IPL in accordance with the Governing Rules and the Operational Rules and who shall be chosen as contemplated by the Governing Rules and who, at the date ofadoption ofthe Governing Rules are listed in Schedule l;
c) "Governing Rules" means these Governing Rules;
(k) "ICC" means the International Cricket Council, a company limited by guarantee and not having a share capital in the Territory ofthe British Virgin Islands and having its registered number as 9ll2 and which governs and oversees the Game at international and representative level, or any successor body to it carrying out such functions;
(D "ICC Regulations" means the rules and regulations of the ICC as may be amended from time to time: (m) "IPL" or the "Indian Premier League" means the BCCI Indian Premier League, a unit created by the BCCI which shall oversee the operation ofthe Leasue:
(n) "Laws of Cricket" shall have the meaning given to it in the Operational Rules;
(o) "League" means the Twenty 20 domestic cricket competition to be established by IPL in India and such other territories (if appropriate) as IPL decides, further details of which are set out in the Operational Rules; _ (p) "Match" means any match in the League or the Champions Tournament;
(q) "Operational Rules" means the document adopted by the Governing Council as the rules pursuant to which the League shall be administered, as amended from time to time by the Governing Council in accordance with the Governing Rules;
(r) "Team" means any team which is operated by a Franchisee which may be invited to take part in the League and, where appropriate, the Champions Tournament from time to time in accordance with the Operational Rules and the Governing Rules.
D. HEADINGS
The headings in the Governing Rules are for convenience only and are not intended to affect, interpret, define, control or alter the meaning scope, intent or interpretation of the Governing Rules or the Operational Rules or any provision of them.
rE. INTERPRETATION
l. Unless the context requires otherwise, the singular shall include the plural and vice versa and the masculine shall include the feminine and neuter and vice versa.
Unless the context otherwise requires, references to sections or paragraphs are to sections and paragraphs of the Governing Rules.
In the event of any conflict between the terms of the Governing Rules and the terms of the Operational Rules, the Governing Rules shall prevail.
References in these Governing Rules to any enactment, order, regulation or statutory provision shall be construed as references to those enactments, orders, regulations or provisions as respectively amended, extended or re-enacted from time to time after the coming into force of the Governing Rules.
F. NOTICES
l. Any notice required to be served on any member of the Governing Council shall be posted under Certificate of Posting addressed to such members to their registered addresses. 2. All notices and correspondence concerning any matters under the Governing Rules and other matters connected with IPL shall be addressed to IPL at its principal place of business from time to time marked for the attention of the CEO.
Any notice sent through the post shall be deemed to have been served at the time when the letter containing the same is posted, and in providing such service, it shall be sufficient to prove that the letter containing the notice was properly addressed and posted.
G. G OVERNING COUNCIL MEMBERSHIP
The Governing Council shall comprise the following persons who shall serve for a minimum term of 5 years:
(a) a League Commissioner and Chairman who shall be appointed by the BCCI;
(b) four other members appointed by the BCCI;
(c) all BCCI Office Bearers for the time being who shall be ex officio members of the Governing Council (who, for the avoidance of doubt, shall have the same rights and be subject to the same obligations as the remaining members of the Governing Council); and
(d) three former captains of the Indian national cricket team who shall be paid a retainer for these services by IPL.
At the next General Meeting which occurs after any Governing Council member has served for five years such member shall retire but shall be entitled to put himself forward for re-election at said General Meeting, the period of his membership of the Governing Council in the event of him being re-elected being decided by a simple majority of the Governing Council (such period not to exceed five years) fotlowing which the above procedure shall again apply.
If any member of the Governing Council retires, resigns, dies or is removed from office as contemplated below then he shall be replaced by such person who shall maintain the structure referred to in paragraph I above who shall be appointed by the BCCI.
The office ofa member ofGoverning Council shall be vacated in the following circumstances:
(a) if he is declared insolvent or if any insolvency proceedings are commenced against him; or
(b) if he becomes of unsound mind, or
(c) ifby notice in writing to IPL he resigns his office; or
(d) if he is removed from the Governing Council by a resolution having been passed by a majority of the General Body of the BCCI asking for his removal.
No person who has any interest in a Franchise may be a member of the Governing Council.
H. POWERS AND DUTIES OFTHE GOVERNING COUNCIL
The Governing Council, acting through the Chairman save where provided otherwise below shall on behalfof IPL have the following powers/duties to further the objects of IPL stated above:
l0 (a) the Chairman shall be entitled to employ a CEO who shall provide all legal services and ensure compliance with the Operational Rules and the rules and decisions and guidelines of the BCCI and IPL;
(b) to employ or retain on a full-time or part-time consultancy basis, and on such terms as to remuneration and other conditions of employment as may be thought fit or on a voluntary basis, any persons to assist in the provision of any of the activities of IPL including the appointment of Executives and such other officials as he may consider appropriate;
(c) with the prior written consent of the Governing Council to enter into television, broadcasting, sponsorship, commercial or other contracts or transactions of any kind in connection with the League and to perform any obligations required to be performed by IPL so that its obligations to the other contracting party can be performed;
(d) with the prior consent of the Governing Council to enter into franchise agreements with Franchisees in relation to the League;
(e) to participate in and co-operate with the ICC in all matters relating to Champions Tournaments or relating to applicable ICC Regulations or the Laws of Cricket if applicable,
(0 to enter into any contract of insurance howsoever in respect of any matter in which IPL has an insurable interest including without limitation in connection with any real or personal property in which IPL shall have any interest and which shall include the power to enter into insurance contracts on behalf of IPL, Franchisees, associated bodies, Players or other persons,
(g) to pay to BCCI all revenues and monies of IPL not immediately required in any manner and hold and deal with any investment so made;
(h) to give final and binding rulings upon any difference of interpretation which may arise as to the meaning of any of the Governing Rules, Operational Rules or Laws of Cricket where the same relates to the League and record its decision which shall be binding on any applicable person or organisation subject to the Governing Rules or the Operational Rules as appropriate;
(i) to decide upon and deal with and make such rulings, decisions and orders as it shall think fit in respect ofall matters not provided for in the Governing Rules, Operational Rules or the Laws ofCricket;
0) with the prior written consent of the BCCI to raise or borrow money and to give security over IPL's assets;
(k) to pay or agree to pay all or any of the promotion, formation and registration expenses of IPL;
0) subject to consents and resolutions as provided below to make, adopt, amend or otherwise vary and publish the Governing Rules, Operational Rules, regulations and/or guidance for the regulation, government, running and organisation of the League and the operation of IPL and to take all such steps as may be required or advisable to enforce the same;
(m) to lease any premises required for IPL;
(n) to enter into such other contracts as the Governing Council deems fit'
(o) to authorise expenses in relation to IPL. The accounts of IPL will be maintained by the Treasurer of the BCCI separately and authorised by the Governing Council or the Chairman from a day to day perspective and the payments will be made by the Treasurer once authorised,
(p) to open and operate the separate bank account which shall be administered by the Treasurer of BCCI under the authority of the Chairman (whose signature shall be required in respect of any payments from said account):
ll @ffiF (q) w to do all other things to further the objects of IPL or as may be deemed expedient, con venient and/or conducive to the attainment ofsuch obiects or anv of them
subject, as expressly provided above and where otherwise required, to any necessary consents or approvals from the BCCL
The CEO shall in addition to the duties referred to above:
(a) keep and maintain the minutes of each General Meeting and any other meetings of the Governing Council in appropriate books and shall cause them to properly and correctly recorded and confirmed,
(b) carry on all correspondence in the name of the Governing Council save as otherwise directed bv the Chairman;
(c) be in charge of all correspondence and records of the Governing Council;
(d) convene on behalfofthe Chairman any relevant General Meeting;
(e) circulate to all members of the Governing Council a statement of accounts prepared by IpL,s auditors;
(O carry out such other duties as are required ofhim by the Chairman in connection with the League.
I, DEI.EGATT,D POWERS
I The Governing Council may, delegate to the Executives the management of the day to day business of IpL including the power to:
manage (a) the financial and other affairs of IPL in a responsible manner (the accounts of IpL will be kept and supervised by the Treasurer of the BCCI at all times);
(b) enter into broadcasting, sponsorship, venue hire, commercial contracts and other agreements relating to the business, rights and activities of IPL whatever their value or duration;
(c) take such executive steps as they consider necessary to give effect to any policy laid down by the Governing Council (subject to any financial limitations imposed by the Governing iouncil);
(d) make such recommendations to the Governing Council on such matters of importance to IpL as the Executives consider appropnate;
(e) make decisions upon any and all matters ofprocedure to be followed by IpL; and
(0 sub-contract to a third party the process of locating vetting and appointing Franchisees, or parties to contracts and agreements referred to in (b) above
J. PROCEEDINGS OF THE GOVERNING COUNCIL
l. Subject to the Governing Rules, the Governing Council may regulate its proceedings as it thinks fit.
2. The Governing Council shall meet once a month at a place and time decided by the Chairman and shall conduct proceedings in such manner as the Chairman may from time to time decide. All meetings of the Governing Council shall be General Meetings for the purposes of the Governing Rules.
3. Each General Meeting shall be convened by at least 7 days' written notice respectively but any such meeting may be convened by shorter notice if
12 (a) it is agreed by all of the members of the Governing Council;
(b) ifthe Chairman decides in his discretion to do so; or
(c) in the case of an emergency by 3 clear days' written notice.
A General Meeting may be convened in the manner described above at any time by the Chairman and shall be convened if a requisition to that effect is made in writing by not less than 5 members of the Governing Council and sent to the Chairman.
Any notice convening a General Meeting shall specify the business proposed to be transacted at such meeting and no business may be conducted at any such meeting other than that which is specified in such notice unless the Chairman, in his discretion, decides otherwise.
The Chairman may at his discretion cancel any General Meeting which has been convened by him.
The accidental omission to give notice of any meeting of the Governing Council, or the non receipt of such notice by, any person shall not invalidate the proceedings ofany such meeting.
Four members present and entitled to vote including the Chairman shall be a quorum for any General Meeting. No business shall be transacted at any General Meeting unless the quorum requisite is present at the commencement of the business of the meeting. If within half an hour from the time appointed lor the General Meeting a quorum is not present, the meeting shall stand adjourned to the same time on the date falling 14 days after the date of the meeting and notice of such adjournment shall be sent to all members of the Governing Council. If at the adjourned meeting a quorum is not present within half an hour from the time of the meeting, the members present shall form the quorum.
A resolution in writing signed and agreed to by all members of the Governing Council shall be as valid and effective as if it had been passed at a meeting of the Governing Council. Such a resolution shall be ratified at the next meeting of the Governing Council.
10 The CEO shall keep the minutes of each meeting of the Governing Council. If the CEO is absent from any or General Meeting the member(s) of the Governing Council present at each meeting shall appoint a secretary to keep the minutes ofthe meeting in a book which shall be signed by the Chairman when approved.
1l The Governing Council may invite or allow any person to attend Governing Council meetings as an observer and speak but not vote.
t2 The Chairman shall act as the chairman of each or General Meeting unless he does not wish to do so or is absent for any reason in which event the members of the Governing Council who are present at such meeting shall, by a simple majority, choose one of their number present to be the chairman of such meeting (but not in respect of any meetings unless the same circumstances prevail). l3 At each General Meeting and at any other meetings of the Governing Council each member shall have one vote. The Chairman of each General Meeting shall have one vote and shall have a casting vote in the event ofan equality ofvotes in favour ofand against a resolution or other matter proposed at any such meeting. l4 At any General Meeting a resolution placed before the meeting duly moved and seconded shall be put to vote and shall be decided either on a show of hands or by a secret ballot as the Chairman may decide.
I5 In case ofany dispute as to the admission or rejection ofa vote the Chairman shall decide the same and such decision shall be final and conclusive. t6 A General Meeting shall be held at the end ofeach year (a year-end General Meeting) at which the following businesses shall be conducted (together with any other business which has been included on the agenda for such General Meeting):
(a) consideration and approval of the IPL accounts for the year under review; r ? (b) consideration and approval of the annual report in connection with IPL to be submitted to the BCCI as contemplated by the Governing Rules.
17. The record of the proceedings of each General Meeting shall after the approval of the Chairman of the meeting be circulated within two months of the meeting to the members of the Governing Council and then entered in the Minutes Book. The minutes shall be duly confirmed after correction, if any, and signed by the Chairman at the next General Meeting.
l8 The Governing Council shall cause proper minutes to be kept of all meetings of the Governing Council and circulated to all Governing Council members within a reasonable time frame and in any event, before the next Governing Council meeting. At each meeting of the Governing Council there shall be proposed a resolution that the minutes ofthe previous meeting ofthe Governing Council be approved and followrng such resolution being passed and the signature of such minutes by the chairman of the meeting such minutes shall constitute conclusive evidence of the relevant proceedings.
l9 All bona fide acts carried out by any meeting of the Governing Council or by any person acting as a member of the Governing Council shall not be invalidated by the giving of inadequate notice or iny defect or deficiency in the calling ofthe meeting concerned or the paperwork for it or the procedure at it o; any defect in- the appointment or qualifications of any member of the Governing Council or such a p"rson u"ting a, aforesaid.
20 All bona fide acts carried out by any meeting of the Governing Council or by any person acting as a member of the Governing Council shall be valid and be of full force and effect unless and until specifically revoked by a resolution of the Governing Council passed by a simple majority.
21 Provided that:
(a) he has disclosed in writing to all other members of the Governing Council the nature and extent of any material interest of his;
(b) all other members of the Governing Council so agree in writing,
a member of the Governing Council notwithstanding his office:
(i) may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwse interested in, any body corporate promoted by IPL or in which IPL is otherwise interested; and
(ii) shall not, by reason of his office, be accountable to IPL for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any lnterest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.
K. FINANCE/REPORTING
All finances ofIPL shall be accounted for and apportioned as set out in the Governing Rules.
The Governing Council shall once each year and as contemplated in Jl6 above submit to the BCCI a report detailing:
(a) a copy ofthe IPL accounts adopted and passed at the relevant year-end General Meeting;
(b) a report on the operational performance of the League in the previous year.
The Governing Council shall through the Treasurer of the BCCI cause proper books of account to be kept with resDect to: t4 (a) all sums of money received and expended by IPL and the matters in respect ofwhich such receipts and expenditure take place;
(b) all sales and purchases ofgoods by IPL; and
(c) the assets and liabilities of IPL.
/ The said books of account shall be open to inspection by any member of the Governing Council at any reasonable time on prior written notice to the other members of the Governing Council.
_5 A separate bank account shall be established in IPL's name which shall be administered by the CEO under the authority ofthe Chairman whose signature shall be required for all payments to be made from such account.
o It is acknowledged that BCCI has advanced to IPL the sum of 100 Crores and the BCCI has agreed to make further funds available to IPL if and when the same are required. IPL is under a duty to repay any such sums as soon as it is in a position to do so.
7. The financial year of IPL shall run from April 1 to March 3l the followingyear.
L. INDEMNITY
Every of the Governing Council shall be indemnified out of the Governing Council's funds against all losses and expenses incurred in the discharge of his duties, except those which have occurred through his own wilful act or default and if so, each one shall be chargeable only for so much moneys or properties as he shall himself actually receive for or in the discharge of the business of the Governing Council and each one shall be answerable only for his own act, neglects or default and not for those of any other person.
M. AMENDMENTS TO G OVERNING RULES
l. The Governing Rules shall not be repealed, added to, amended or altered except when passed and adopted by a 3/4 majority of the Governing Council members present and entitled to vote at a General Meeting convened for the purpose.
2. The Operational Rules shall be capable of amendment by a simple majority vote of the Governing Council.
No amendment to the Operational Rules may be proposed which conflicts with any provision of the Governing Rules or the ByeJaws of BCCI.
N. ADMINISTRATION
Mumbai shall be the administrative headquarters where the office of the Governing Council shall be permanently situated. It shall be the Central Secretariat of the Board.
l) SCHEDULE 1
The Governing Council
l. Lalit Kumar Modi- Chairman and Commissioner)
2. Inderjit Singh Bindra
3. Arun Jaitly
4. Chirayu Amin
5. Rajiv Shukla
6. Mansur Ali Khan Pataudi
7. Sunil Gavaskar
8. Ravi Shashtri
As provided above, all BCCI Office-Bearers shall be ex officio members of the Governing Council. q ?.*-"x*J- q)uuJ-
t6 5. To make a decision on the Final IPL Logo* 6. Approve Players MOU for:
. Basic Contract *
BCCI (lPL) Player MOU
ea.ties I The Board of Control for Cricket in India,Vice president,s Office, Modi Enterprises, Nirlon House, Dr. Annie Beasant Road, Worli, Mumbai (BCC0
I ry(Theptayer)
Effective I Date This MOU shall be effective upon signing by all pa(ies hereof (Effective Date).
Binding Effect The following named sections of this MOU are binding on the parties: (a) Binding Effect;
(b) Long Form Contract and Term; (c) PlayerObligations; (d) Rishts; (e) Fee; (D Assignment; (S) Announcement; (h) Confidentiality; and (i) Governing Law.
All other sections of this MoU are non-binding, and reflect the intent of the parties and the matters that will be included in the Long Form Contract.
Long Form Contract The parties agree to use all reasonable commercial efforts to execute a long and Term form contract in accordance with the terms slated herein (Long Fori Contncq, which shall supersede this MOU, within forty-five (45) days from the Effective Date.
The Term of this Agree-ment is three (3) years commencing 1"r November, 2OO7 and concluding 3 l"t October, 2010.
Player Obligations The Player agrees that he wiil be fit and pray to the best of his abirities in the lndian Premier League (lpL) which will take place over a period of approximatery six (6) weeks currenfly expected to occur in the months of April/May. The Player will be allocated to a Franchise and that Franchise wirl attempt qualifr/ to for the champions Twenty2o (G20:20). This wiil take orace over eleven (11) days commencing in late Septemberl early Oct. The ilayer will make himself available for the C2O:20 should his Franchise oualifv. The Player will;
a) Play to the best of his abirity in the 10-14 matches that constitute the IPL and potentially 5 matches of the C20:20
o b) Make himself available for ten (10) promotional appearances during each season ofthe IPL c) \Merever possible actively promote the IPL and C20:20 d) Wear team uniform at all requested times e) Attend the official announcement of the IPL I C2O:20 scheduled for 13'n September, 2oO7 D Wll not play in any other team that might seek to qualify for the C20:20 League anywhere in the world. g) Sign squad terms put in place for the C20:20 should his Franchise qualifY.
Fee The Player will be paid a base fee of US$ (the basic fees). The Player will then be offered to the IPL Franchises on certain terms to be agreed by the Player for a Fee (the 'Franchise Fee') and upon agreement the highest bidderwill secure his services and The Player will receive one hundred percent of any amount by which the Franchisee Fee exceeds the Basic Fees. The fee will be paid in the following instalments; a) l"tNovember - b) 1"t April c) 1"' May d) l"toctober
In addition, The Player will be provided during IPL and C20:20; a) Business Class travel to and from India and the location of the C20:20 b) Daily allowances of USg100 per day c)'5 Star' accommodation d) Access to suitable medical support personnel (Physio, masseuse etc) e) All ground transport and D All official team attire The Player Assignment cannot assign his obligations under this arrangement.
The BCCI will have the right to assign its rights to an IPL Franchise.
An place Announcement announcement will take on Thursday, 13'n September, 2OO7 and The Playerwill be required to participate.
Confidentiality The Terms of this arrangement must at all times remain confidential subiect to applicable laws.
Governing Law This shall be construed and enforced in accordance with the laws of India \sN and the Courts at Mumbai shall have the sole iurisdiction.
Dated l1 September2007
Signed by Signed by
19 Latit Modi The Player Vice president,
Board of Control for Cricket in India
. Firm Contract *
BCCI (lPL) Ptayer MOU
Parties The Board of contror for cricket in India,Vice president's office, Modi Enterprises, Nirlon House, Dr. Annie Beasant Road, Worli, Mumbai (BCCI) re (Theprayer)
Effective Date This MOU shall be effective upon signing by all parties hereof (Effective Date).
Binding Effect The following n"r"O r"",,on 0) Binding Effect; (k) Long Form Contract and Term; I 0) Player Obtigations; (m) Rights; I (n) Fee; (o) Assignment; (p) Announcement; (q) Confidentiatity; and I (r) Governing I Law. I All other sections of this Mot-l are non-binding, and reflect the intent of the' I parties and the maflers that will be included in the Long form Contract. I
Long Form Contract The parties , agree to use all reasonable commercial efforts to execute a long and Term I form contract in accordance with the terms stated herein (Long Fori Contract), which shall supersede this MOU, within forty_five (45) days from the Effective Date. I The Term of this Agreement is three (3) years commencing 1"r November, 2OO7 and concluding 3lstOctober, 2010.
Player Obligations The Player agrees that he wiil be fit and pray to the best of his abirities in the lndian I Premier League (lpL) which will take place over a period of approximately six (6) weeks currenfly expected to occur in the months of April/May. The Player will be ailocated to a Franchise and that Franchise will attempt qualiry to for the champions Twenty2o (c2ot2o). This wiil take prace over eleven (1 1) days commencing in late Septembeil eatly Oct. The ilayer will make himself available for the C20:20 I should his Franchise qualifi/. The Playerwill;
h) Play to the best of his abirity in the 1o-14 matches that constitute the IPL and potentially 5 matches of the C20:20 i) Make himself available for ten (10) promotional appearances during each season ofthe IPL j) Wherever possible actively promote the IPL and C20:20 k) Wear team uniform at all requested times l) Attend the official announcement of the IPL I C20.20 scheduled for 13'" September, 2007
m) Wll not play in any other team that might seek to quatiry for the C20:20 League anywhere in the world. n) Sign squad terms put in place for the C20:20 should his Franchise qualiry.
Fee The Playerwill be paid a base fee of US$ (fees).. The fee will be paid in the following instalments; e) 1"t November - f; l "tApril g) 1"tMay h) 1"t october
ln addition, The Player will be provided during IPL and C2O:20; g) Business Class travel to and from India and the location of the C20:20
h) Daily allowances of US$100 per day i)'5Star'accommodation j) Access to suitable medical support personnel (Physio, masseuse etc) k) All ground transport and l) All official team attire The Player cannot assign his obligations under this arrangement. I Assignment The BCClwill have the right to assign its rights to an IPL Franchise.
An place Announcement announcement will take on Thursday, 13'" September, 2OO7 and The Player will be required to participate.
ConfidentialitV The Terms of this arrangement must at all times remain confidential subject I to applicable laws.
I Governing Law This shall be construed and enforced in accordance with the laws of India and the Courts at Mumbai shall have the sole iurisdiction.
Dated 11 September2007
Signed by Signed by Lalit Modi
21
I 7. To take note of signed MOU'swith players as of date
l Mahelajaywardena Sri Lanka
2. Nrwan Zoysa Sri Lanka
3. Lasith malinga Sri Lanka
4. Mutthiah Muralidaran Sri lanka
5. Faweez Maharoof Sri Lanka
6. Kumar Sangakara Sri lanka
7. Sanath Jayasuriya Sri Lanka
8. Dilara Fernando Sri Lanka
9. Chaminda Vaas Sri Lanka
10. Shane Warne Australia
1 1. Glen McGrath Australia
12. Justin Langer Australia
13. Stephen Flemming NewZealand
14. Daniel Vettori New Zealand
15. Scott Styris New Zealand
16. Brendan Mcullum New Zealand
17. Jacob Oram New Zealand
18. Shaun Pollock South Africa
19. A Morkel South Africa
20. ABADevilliers South Africa
21. Graeme Smith South Africa
22. Ashwell Prince South Africa
23. Herchelle Gibbs South Africa
24. Shivnarayan Chanderpaul WI
25. Shoaib Akhtar Pakistan
a 8. To update Council in regard to remaining players to sign up
Australia:
1. Ricky Ponting
2. Brett lee
3. M Hussey
4. Matthew Hayden
5. Adam Gilchrist
6. Michael Clarke
7. N WBracken
8. AndrewSymonds
New Zealand:
1. Shane Bond
West Indies:
1. Chris Gayle
2. Ramnaresh Sarwan
South Africa:
1. Jacques Kallis
2. M Boucher
3. M Ntini
4. M Morkel
Ensland: 9. To take note of MOU signed with IMG
MEMOMNDIJM_OF_U NDERSTANDING.Ddf a
MEMORAI\DUM OF UNDERSTANDING
This Memorandum of Understanding has been entered into by Board of Control for Cricket in India (BCCD of BCCI, cricket centre, wankhede Stadium, D Road, church Gate, Mumbai 400020 India and International Management Group (UK) Limited of McCormack House, Burlington Lane, Chiswick, London W4 2TH (,,IMG,').
WHEREAS:
(A) BCCI is the governing body for cricket in India and wishes to establish a20/20 cricket league in India (referred to in this Memorandum of Understandins ("MOU") as the "Indian Premier League" or "fPL").
(B) BCCI wishes to appoint IMG and IMG wishes to be appointed by BCCI to assist in the establishment, commercialisation and operation of the IPL on the following terms and conditions.
IT IS AGREED as follows:
l. IMG Services
IMG has been appointed on a sole and exclusive basis to provide the following services in connection with the IPL (the "Services"),
l.l IMG shall conduct research in respect of the appropriate structure for the IPL and make recommendations to BCCI accordingly (it being acknowledged that the final decisions in respect thereof are BCCI's).
1.2 IMG shall research and provide appropriate presentation documentation in respect of the following:
(a) the meetings in Singapore on 2nd and 3'd September 2007.
(b) the IPL presentation and press conference which is scheduled to take place in New Delhi on 13 September (including the preparation of marketing collateral and press packs in association with BCCI's PR agency); and
(c) any other appropriate events.
1.3 Once BCCI has decided upon the most appropriate structure for the IPL under advice from IMG, IMG shall conduct research into and prepare the following IPL foundation documentation in connection with it includins:
(a) the constitution of the IPL;
LD/JUwcl07\305979 (b) the authority of the Governing Council of the IpL;
(c) the structure of the toumament;
(d) the IPL toumament rules and regulations;
(e) the franchise tender document;
(0 the franchise agreement and any necessary franchise regulations;
(g) the IPL implementation budget.
t.4 In addition to the matters refened to in paragraph I.l - 1.3 above IMG shall carry ouVprovide (as appropriate) the following:
the development of a rights management process in respect of the commercial rights and assets of any kind arising out bt the tpL I &c*EaJ, r.. t , r i@ior+: a fi.a- eyf<,.r "iq Ueli ;;tl rPL . Franchise.trshb / f v a a ip rights a bfficial suppliership rights w a licensing and merchandising rights a stadium signage rights
together the ..Rights,,;
(b) advice in respect of those of the Rights which may be 100% owned centrally and the division of the other Rights between BCCI and the Franchisees;
(c) the preparation and execution of marketing strategies for: o the Franchise tender o the media Rights o the sponsorship Rights o the official supplier Rights o the licensing Rights . any other Rights;
(d) the management of the Franchise tender process;
(e) the management of the sales processes in respect of the Rights;
(0 the preparation and negotiation of the contracts with: . the successful Franchisees ' sponsors o the media
LDlIUwclOT305979 Lfu . all other entities which acquire or may be interested in any of the Rights
such contracts being, for the purposes of this MOU, .,Rights Agreements" and all income of any kind generated therefrom being VL "IncomeS tPtf*t*i the implementation and management of the centrally -f::XH:} r,"l*.ff"fr:n''3:p#g'pon'o" controlled/owned etc) rcr'*r*r rf + tt'e- u * t T; ttie p6paration of a tetevision production specification; (i) the development of best practice match day guidelines for Franchisees and supervision in respect oftheir execution;
the development c) of best practice match day media guidelines and supervision in respect of their execution;
(k) advice and assistance in connection with the development of any relevant stadia and the finance which may be necessary in connection therewith.
z. Consideration 6 b PLh
gross amount of Income which is payable during the Term.(as defined below). For the ayoi of doubt IMG shalt not be entitred to a commission on those are retained exclusively by the Franchisees. yt(-Oh4a- Term
IMG shall be appointed to provide the Services for a period from signature of this Mou until the date of the conclusion of the tenrh piaying of ,,Term"), - the IpL or for a period of l0 years (the whichever is the later.
4. General
4.1 The parties shall work together formally to document the above-mentioned arrangements ,,Agreement,,) in a long-form agreement (the which shall be mutually agreed and entered into as soon as practiiable following signature of this MoU pending the signature of whicn this Mou shali govern the relationship between the parties.
In the meantime, 4'2 IMG will provide the services and BCCI will provide the consideration as provided for under the tenns of this MoU which wiit ue legally binding on the parties \lx\l r /lYI-\ l[^-J
LD/JL/wI/A7$A5979 3 4.3 The parties shall keep the terms of this MOU confidential.
4.4 This MoU shall not be capable of assignment or other transfer without the writen consent of both parties.
The and
BOARD OF CONTROL FOR CRICKETINIhIDIA ---T--gltf ,-- INTERNATIONAL MANAGEMENT GROUP GIIq LIMITEI)
LDlJUwc/07\3O5979 10. To approve the hiring of premises at Cricket Center o - The MCA has kindly consented to give IPL a part of the 4e floor of Cricket Centre. We have worked with the same architects ofthe BCCI to freeze the plans. The Goveming ;cowrcilmay approve the same.
o
o
I q o o a
1_ ( a I o
11. To Take note of legal notice issued by Sheridian to BCCI,IMG and PCB * Letter from Sheridan to BCCI:
, $SHERIDAN$ 5O:'i: rTi)Fi:)
, . For the attention of Mr Niranjan Shah, Honorary Secretary
Board for Cricket Control in India Our Ref : 625162s1020s76-2 .. The Cricket Centre D Road
Churchgate ' . Mumbai 400020
{
' Afso byFax: 009122 22898801
. And by email: [email protected]; [email protected]
'Prasham'
' 7'Floor Kasturba Marg
' - Near Dharam Cinema
Rajkot 360 001
Also by Fax: 00 91 281 - 2471827 And by email: [email protected]
Dear Sirs
INDIAN CRTCKET LEAGUE ('TIrE ICL")
We act for Essel Sports Pvt Ltd.
Our client is the founder of the ICL, a new cricket league to be held in Indi4 in which teams representing all parts of India will compete. The ICL will mix top international cricketers from around the World with the best Indian talent.
I Our client has already agreed contracts with many cricketers from around the World (including, but not limited to, Indi4 New Zealand, Australi4 South Africa" West Indies, Pakistan, Sri Lanka and England) for them to t participate in the inaugural ICL league (hereinafter referred to as "ICL Players"). Our client is in the process of agreeing contracts with further players.
Our client understands that steps are being taken by the ICC, national oicket boards (including the Board of Control for Cricket in India ('the BCCf)) to ban any players who take part in the ICL fiom participating in First Class Cricket on a domestic level or from being eligible for selection for their national team in ICC organised Test matches, One Day Internationals or Twenty20 Internationals.
In the circumstances, please note that:
O l. Ary rule or regulation which would prevent any cricketer (including a cricketer from a country other than India), who would otherwise be eligible to play First Class Cricket in Indi4 from playing such First Class Cricket as a result of his participation in the ICL would be unlawful by reason of it being inter ali4 a breach of competition law, an unreasonable and unjustified restraint of trade and other economic torts.
2. Any rule or regulation which would prevent a cricketer from a country other than India from being eligible to . play First Class Cricket in India due to that cricketer havingbeen banned by the governingbody for cricket in his counhy of origin fiom playing First Class Cricket and/or International cricket as a result of his involvement in the ICL, would also be unlawful by reason of it being, inter alia a breach of competition law, an umeasonable and uniustified restraint oftrade and other economic torts.
3. Any rule or regulation which would prevent a cricketer who would otherwise be eligible for selection for India national team, from being so eligible for selection as a result of his participation in the ICL would be unlawful by reason of it being inter aliA a breach of competition legislation, an uffeasonable and unjustified restraint oftrade and other economic torts. , 4. Any rule or regulation having the effects referred to in paragraphs ( l), (2) and (3) above, would be unlawful by reason of it being an unlawful inducement to those players who have already agreed contracts with our client for their participation in the inaugural ICL league to break those contracts and,/or wrongful interference with contractual arrangements.
We have advised our client that, in the event that you were to apply any existing rule or regulation, or were you to implernent a new rule or regulation in such a way so as to have the results referred to in paragraphs (l), (2), (3) and (4) above (or results with similar effects), it would be entitled to apply immediately for injunctive relief to restrain you from continuing to apply any such rule or regulation on the basis that such rule or regulation would directly affect our client's legitimate and protected interests. You would additionally, be liable to pay damages to our client.
Our client further understands that you and/or agents acting on your behalt have been approaching ICL Players (whom you are fully aware have already entered into agreements with our client to participate in the inaugural ICL league) and have attempted to persuade them to breach their agreements with our client.
In particular, we are advised that in return for the ICL Players agreeing to breach their contracts with our client and agreeing to participate in your own Twenty20 competition, the Indian Premier League, instea4 you have offered to pay the ICL Players approximately 50%o more than they would receive through their participation in the ICL. We are further advised that you have also offered to provide the ICL Players with an indemnity in respect of any action brought by our client for breach of contract if the ICL Players agree to play in the Indian Premier League and not the ICL.
We understand that your officials have also been advising ICL Players and/or their agents, that ICL Players will be banned from participating in any form of cricket anywhere in the World if they participate in the ICL. Indeed, we are instructed that your Mr Lalit Modi has been "confirming" that such a ban is the result of a direct recommendation from the ICC. You have therefore offered that if the ICL Players participate in the Indian Premier kague rather than the ICL, they can avoid both domestic and international ban.
It is clear that your and/or your agent's actions represent an unlawful inducement to breach / wrongfi-rl interference with the contractual relations between our client and the ICL Players and are actionable in law, as a separate cause ofaction to those referred to above.
Again, we have advised our client that it would be entitled to apply immediately for injunctive relief to restrain you from continuing to approach the ICL Players in this manner and would additionally be entitled to recover damages fiom you in respect of your actions to date.
Action Required
The information our client has received as to possible domestic and intemational bans for ICL Players and the unlawful approaches you have been making to ICL Players is of great concern. Accordingly, whilst all of our
31 client's rights and remedies in relation to this matter are expressly reserved, we require that you provide the following unequivocal undertakings in writing:
1. The BCCI agrees that it shall not apply any existing rule or regulation or implement a new rule or regulatron so as to prevent any cricketer (including a cricketer from a country other than India), who would otherwise be eligible to play First Class Cricket in Indi4 from playing such First Class Cricket as a result of his participation in the ICL.
2. The BCCI agrees that it shall not apply any existing rules or regulation or implement a new rule or regulation so as to prevent a cricketer from a country other than India from being eligible from playing First Class Cricket in India due to that cricketer having been banned by the goveming body for cricket in his country of origin from playing First Class Cricket and/or International cricket as a result of his involvement in the ICL.
_ 3. The BCCI agrees that it shall not apply any existing rules or regulation or implement a new rule or regulation O so as to preint cricketer who would otherwise be eligible for selection for the India national team, from being ro eligible for selection, as aresult ofhis participation in the ICL. , r 4. The BCCI agrees that it shall not apply any existing rules or regulation or implement a new rule or regulation nor take any steps which will have the effect, either directly or indirectly, of procuring / inducing any ICL Player to breach his agreement with Essel Sports Pvt Ltd to participate in the ICL. For the avoidance of doubt, the BCCI agrees that it shall not approach any ICL Player for the purposes of procuring / inducing that ICL Player to breach his agreernent with Essel Sports Pvt Ltd to participate in the ICL.
We require that such undertakings be provided by close of business on I 5 October 2007.
In the event that we do not receive the above written undertakings within the prescribed deadline, we anticipate being instructed to issue legal proceedings against you in which we shall be seeking appropriate declarations and/or injunctive relief together with damages. We shall also invite the Court to make an order that your client pays our client's costs.
We await your urgent response.
Yours faithfully
S}{ER.IDANS
Direct Tel: 020 7079 0128
Direct Fa: 020 7079 0228
e-mail:- [email protected] CC: IMG ! McCormackHouse Hogarth Business Park Burlington Lane Chiswick Iondon W4 2TH
Also by fax: 0208 233 5301
Mr Latit Modi, Honorary Vice President, BCCI
' The Cricket Centre
' DRoad i Churchgate
. Mumbai 400020 , Alsobyfax: 00 91222289880L
. Nirlon House
Dr. Annie Besant Road
' Worli
Mumbai 400025
I India
Also by fax: 00 912224932260
And by email: [email protected]
JJ Letter Received by PCB from Sheridian
&rTJ Er LJ EtL-' Pag€ 1-ip9 Pag€ z.jpg Pag€ 3.ipg SHTRIDANS$ sot:iililLls
Our Re l': 6?51{:12510205?6-? frnr the ntlentiott i:f the Chief [xecutive Pakistan Cricket Board Caddafi Stadium I 0ctober 2007 I;eroz,epur Road l".ahore - 54600. Pakislan
Also trv fax: 00 92 42 5711860
Dear Sirs
INDTAN CRICKET LtrAGUtr ('THE ICL'}
We act fr:r flssel Sports Pvt Ltd'
ths lCl-, a new cricket league to be he ld in lndia, wlrere tearts Our client is the founder of 'l'hc representing all parts of lndia will compere tbr rrational honours. ICL will mix top iniernational cricketers from around the World with the best Indian talent'
(including, but Our client has already agreed contracts with many cricketers fiom arr:und the World not Iirnited to, lndia, NJw Zealand, Australia, South Africa, West lndies, Pakistan. Sri l.anka and fingland) lbr them to participate in the inaugural ICL league (hereinaller reibrred to as "lL]I, pl[ers'). Our client is in the process of agreeing contracls rvith furth{rr players.
(ir,clLrding the Our client unclerstands that sreps are being taken by the lCC, national cricket boards pakistan Cricket Board (,,the pbB")) to bin any players tvho take parl in the lCl, lir]nr participating f-or rhe natitnal learn i' First Class Cricket on a dornestic level or from being eligible lbr se lection ir irr ICC organisetl "l'est rnatches, One Day lnternationals or Trventy20 Internationa{s.
ln ihe circumstances, please note thal:
l. Any rule or regulation which would prevent any cricketer {inclueling a crick*{sr liont a country o{her than Pakistan), who would otherrvise be eligible to play lirst Class Crickst in Pakistan, from playing such Firsr Class Cricket as a result of his participation in the ICL u'r:ulcl bc unlawful"by-reason of if being, inter alia, a breach r:f er:rnpetirion law. an Lltlrersonfitrle arrd unjustified restraint af lrade and other economic tolts'
Z. Any rule or regulation whieh would prevent a cricketer from a countr.Y other than Pakistan {ii:m being eligibleio play First Class Cricket in Pakistan due to that cricketer having bcen banned Uy the go,rerning body for crisket in his country of origin lrom playing l;irsl Class Cricket andlor lnternational cricket as a result of lris involvernent in tire lCl,, rvould also tre unlax'f'ui by
firGf;r Pf;Ett nerllcltstY xllr* AsHr! elil[f i|ili/]s 3OW&R9 l0ltg SlcdAEr rHct{As ausSSLL RC$fRI5 lny sosfJ! ETeF}leH t c{ilAt losgS tox lAii:R sigrtlq liY rttrn lAill9 5u!r.! Rial r!{iAX'Dt unutao u**ni ZAR:FN 4!r AsN BAIleL grEn€t KEtspilER Rosl, il:ilo'.: tame tsAt{Dy cfiA&ton{
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,ri! 1r ii,at r: iia,:i,rr; l: i.r 3Y l, ii_ iaj:..i:; 1 115 ita:,,ri-r'.1 )r ljJ-il;ir{,:l SH TRIDANS Page 2
rsason of it being, inter alia, a breach of competition law. an llnreasonahle and urriustitied restrttint of trade and other economie torls.
3. Any rule or regulation which would prevent a cricketer rvho r.lould otherwise be eligible *br selection for Pakistan national team, Iiom being so eligible fur selcction as a resrlt r:l'his participation in the ICL would be unlawf"ul by reason af it being, irrtel alia. a bpnch of competition legislation, an urueas$nablc and unjnstificd rcstraint of tracly and other economtt torts.
4. Any rule or regulation having the efTects rsferred lo in paragraphs (l), (2) and {3) abovc, u,ouli be unlawful by reason of it being an unlarvful inrlucernenl to those players who have already agreed contmcts with our client tbr their parlicipatir:n in the inaugural ICL league 1o brenk those contracts andlor wrongful inlerference with contracual arrangements.
We have advised our client that. in the event that you were to apply any existing nrle or regulation" or w€re you to implement a new rule or rcgulation in such a $/ay so as to have th$ resrlts re{bn"ed 1o in paragraphs {l), (2), {3) and (4) above {or results with similar cf'fecis), it wr:uld bc enritied ro apply immediately for injunciive relief to restrain you from eontinuing to apply any such ruls tir regulation on the basis that such rule or regulntion would directly atTect our clienl's legitimale and protected interests. You would, additionally, be liabls to pay damages to our client.
Our client further understands that you have approached tCL Players (who yau are fully aware have already entsred into agreements with our client to participate in rhe inaugural ICL lcague) and have altempted to persuade them to breach their agree:nents wilh our elient.
By way of the most recent example, our client noles that your chainnan, Mr Nasim Ashral, has confirmed that following meetings between hirrself and Mr Mr:hammad Yousul, Mr Yousuf "has signed a central contract with the PCB after agreeing not to play in the ICL".
It appears that in return for the ICL Players agreeing to breach their conlracts with our r:lient, yor,r have offered to indemnify them in respect ofany action brought by our client ft)r breach tf'{ontracl and will assume responsibility for dealing with any consequences arising frorn such breach" Indeed, Mr Yousuf has confirmed that the PCB will be handling the legal repercussir"rns lrom his decisir:n to fail to comply with his ICL contract.
Our client further understands that you have been advising lCl" Players and/or rhcir agents, tlrat ICL Players will be banned from participating in any form oi'crieket anywhere in the World if thcy go ahead and parlicipate in the ICL.
It is clear that your actions represenr an unlawful inducement lo breach i wronglirl interlerence will: the ccniractual relations between our client and the ICL Players and are actionable in law.
We have therefore advised our client that it would be entitled to apply immedia{ely lbr injunctir,e relisf to restrain you from continuing to approach rhe ICL Players in lhis nraruler snd wou[J additionally be entitied to rccover damages fiom you in respect eif your actions to date.
Aqtion Reqlired
The information i:ur client has received as to possiLrle dornestic and international bans lirr lCl. Players and the unlawful approaches you have been rnaking !o ICL Players is of grcat concern"
(:i L4:lr( - r SHERIDANS lasel
Accordingly, whilst all of our client's rights and rernedies in rclation to this maflcr are erpressly reseled, we require that yr:u provide the following unequivocal undertakings in writing:
L The PCB agrees that it shall not apply any existing rule r:r regulation or implement a new ruls or regulation so as to prevent any cricketer {including a cricketer iom a country other {han Pakistan), who would otherwise be eligible to play First Class Cricket in Pakistan, tiom playing such First Class Cricket as a resuh of his participation in the lCL.
2. The PCB agrses that it shall nol apply any existing rules or reguiation or implement a new rule or regulation so as to prevent a crickeler fi'om a country other than Pakistan fiom being eligible liom playing First Class Cricket in Pakistan due to that crickcter having besn barlned by the governing body for cricket in his country of origin {iorn playing First Class Cricket and/or lntemational ericket as a result of his involvement in the ICL.
3" The PCB agrees that it shall not apply any existing rules or regulation or implement a new rul{ or regulation so as to prevent cricketer whr: would otherwise be eligible ti:r selection lbr the Pakislan national team, from being so eligible lbr selection, as a result of his participaticx in the ICL.
4. The PCB agrees that it shall not apply any existing rule or regulation or implrment a new mle or regulation nor take any steps which will have the effbct, eithcr directly ar indireclly, ol' procuring / inducing any ICL Player to breach his agreement with Hssel Spor1s Pvt Ltd lc participate in the ICL. For the avoidance of doubt, PCB agrees that it shall not approach any lCL Player for the purposes of procuring i inducing that ICL Player to brsach his agrcement with Essel Sports Pvt Ltd to participate in the ICL.
We require that such underlakings be provided by close of business on I Ootober 2007.
ln ths event that we do not receive the above written unde$akings within the prescribed deadline, we anticipate being instmcted to issus legal proceedings against you in which wr: sball be seeking appropriate declarations and/or injunctive relief together with damages" We shall alsc) invite the Court to make an order that your client pays our clienl's costs.
We await your response.
Yours faithfully .f)r'ril/ - / ,'1/4€,p'trlzr) I SHERIDANS
Direg Tel: 020 7079 0128 Direct Fax: 420 7A'79 0228 e-mail: - [email protected]
r:i LO:i)f'l 12. To take note of BCCI and IMG response to the same * Reply BYSC0I
Bv Courier/FAX/Email
October 15,2007
Sheridans Solicitors
Whittington House
Alfred Place
. London
WCIE 7EA
F ax (+ 4 4 -20-7 07 9 -0228)
Email ([email protected])
Re: Indian Cricket League ("the ICL")
Dear Sirs:
Thank you for your letter dated October 15,2007 .
We do not intend to respond to each and every point you make in your letter of October I 5 and for the avoidance of doubt our failure to address any point in that letter should not be treated by you as an admission by us of the accuracy of such point.
You refer to steps being taken by the ICC. Clearly, it is for the ICC to respond to the allegations you have made against it. You refer to "ICL Players". We do not know the identity of the players to whom you are referring.
. You refer to "any rule or regulation" in the abstract without indicating whose rules or regulations you are referring to and without identiffing any specifrc existing or new rule or regulation.
You state that ifyou are not in receipt ofwritten r.rndertakings by l5 October 2007 (as prescribed in your letter) you "anticipate being inshucted to issue legal proceedings against you [the BCCI] in which we [Sheridans] shall be seeking appropriate declarations and/or injunctive relieftogether with damages".
Where do you intend to issue such legal proceedings? Ifyour client chooses to issue legal proceedings in this matter we do not accept that the Courts of England and Wales would be the appropriate forum or jurisdiction in which such proceedings should be issued considering the unfounded allegations you have made and the individuals/entities
JJ ..2:
involved. As you will be aware, your client has already invoked the jurisdiction of the Indian Courts by filing a suit titled "Essel Sports Pvt. Ltd. (Indian Cricket trague) v. Union of India & Ors." numbered as CS (OS) 1566 of 2007 before the High Court of Delhi at New Delhi against the BCCI and others in relation to the subject matter of your letter in which part of the relief being sought includes an injunction. As you will also be aware, those proceedings have been pending for almost two months. We are very surprised that you have not seen fit to refer to these proceedings in your letter to us and we should be grateful for an explanation why this is the case.
In addition, the rules and regulations of the BCCI and its contracts with players are governed by Indian law.
On the basis that: l) there are ongoing proceedings in India; 2) the allegations in your letter are exceedingly vague as indicated above; 3) the BCCI's rules and regulations and its contracts with players are governed by Indian law; and 4) you have not explained which Courts you are referring to in your letter of October 8, we do not believe it either appropriate or necessary for us to respond to the numerous points you have made in that letter. We pr€sume these issues will be dealt with by the Indian Courts within the Indian proceedings which have already been commenced. The Indian Courts would seem, on information presently available to us, to be the most appropriate forum in which these issues should be addressed. It is clearly inappropriate for us to answer questions and issues which may need to be addressed in the Indian proceedings and in any event it is unreasonable for us to be required to duplicate costs. To threaten to issue proceedings, presumably in the , English Courts is, as far as we are concerned, an attempt by you to abuse the legal process. For the avoidance of doubt, neither we nor any agents acting on our behalf have attempted to induce any player to breach any agreement they may have with ICL or any other entity.
You refer to injunctive relief. We repeat the points made above that it would be inappropriate and indeed an abuse of the legal process for you to make an application for injunctive relief against us in England and Wales. If you took this action we may have no altemative but to challenge the jurisdiction of the courts of England and Wales and would look to recover all costs we incur in making such application.
Notwithstanding this, if you proceed with an application for injunctive relief in the Courts of England and Wales or any other Courts this should be made on notice to us, so that we can take whatever action is necessary and appropriate in relation to such application. We also understand that your client would have to provide, should the Courts of England and Wales entertain such application, a cross-undertaking in damages together with adequate security for such damages in the form ofa payment into Court or suitable bank guarantee.
' We reserve our rishts senerallv in relation to this matter.
Thanking you,
Yours faithfully,
NIRANJAN SHAH,
HON. SECRETARY
Cc: Mr. Sharad Pawar. President. BCCI. New Delhi
Mr. Lalit Modi. Vice President. BCCI. Mumbai 36
a IStG tpt:'3. enlertainrnent r.nedi*
12 October 2007
By Fax & Post: o207079 A22A
Sheridans Solicitors Sheridans Whittington House Alfred Place London WC1E 7fA
For the attention of: N. King
Your Ref: 625162s1020576-2
Dear Sirs,
lndian Cricket League (The "ICLJ
We write further to your letter to us dated I October 2007 addressed to tle "Chief Executive" of IMG. Please address all future correspondence on this matter to the writer, John Lofflragen, at the address set out klow (direct fax ro.: 020 8233 6520).
lMG is assisting BCCI in connection with certain matters relating to the Indian Premier League competition. We do not know which particular individuals you are referring to as ICL Players. In any event, lMG has not attempted to persuade any player bo breach any agreement they rnay have with ICL or any other entity. Your letter is, therefore, both ill-coneeived and inaccurate since ilvlG has not been involved in any ef the various actions you refer lo.
If your client chooses to commence any legal proceedings in this rnatter we do not accept that the Courts of England and Wales would be the appropriate forum in which to staft such proceedings considering the unfounded allegations you have made and the individuals/entities involved.
Indeed, we understand that your clients have invoked the jurisdiction of the Indian Courts by filing a suit before the High Con* of Delhi at New Delhi against the BCCI and others making prayers for an injunction similar to those indicated il your letter. These proceedings have been pending fo:'more than a month, but you have for reasons best known to your clients chosen not to mention them in your letter.
In any event if you were to seek injunctive relief in this jurisdiction then any application for lhe same:
l85.doc (a) should be made on an inter part* or on notice basis;
(b) should be supporled by a cross-undertaking ir darnages together wfh adequate security for such damages in the fonn of a payrnent into couft or suitable bank guarantee; and
(c) would be vigorously opposed on the grounds of jurisdiction and the fact that we have no case to answer.
We reserve the right to present *ris letter to Court and reserve our rights generally to recover costs in this matter.
185"doc i'j /'r i')
13. To take note of hiring ofAdfactors forPR
o
,, IPL will be working with the same agency that BCCI has hired to do its PR activities. 'They have already come on board and are helping us witr all our PR Activities.
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il
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a
V) 1',
( .) o
'. 14. To lay down guidelines for TA/DA for members and staff lr il i-l '.' ,We need to lay down guidelines for the same. ri (, o
('
I
I
39
a
t._ * 15. IMG Progress Report - Presentation
Andrew Wildblood
Where we are.PPt
a John Lofflagen
a Catherine IPL {a R IMG Progress Report lPtffi* o IMG has committed its full service expertise to the IPL project:
- Research - detailed research into existing Franchise based sports leagues
Legal - preparation of key Foundation legal documentation Creative - design and development of new IPL corporate identity - Media rights sales - preparation of rights tender process and TV production specification
Sponsorship sales - preparation of sponsorship tender process Stadium redevelopment - financial products and premium seating o IMG executives engaged on IPL in India, UK and US INtG sports . entertainment . n€dia Research lPLffi*u
IMG have consulted a range of experienced individuals on this unique project including:
- Dave Checketts - IMG board director, MLS franchisee and former NBA and NHL franchisee
- Professor Steven Ross - Sports Lawyer from the University of Pennsylvania
- Professor Stefan Szymanski - Sports Economist from lmperial College London
- Partners at Addelshaw Goddard - lawyers specialising in Sports Franchising
Robin Saunders - Stadium Finance expert responsible for furJNt-S*" ll
Legal documents lPtffi**
. IMG Legal is developing the following legal documentation:
- IPL Constitution (including Governing Council authority)
- Standard Player contract
- Franchise tender
- Franchise License
- Media rights tender
- Stadium leasing agreement (?)
- Long form contract between BCCI and IMG
. IMG lawyers engaged in UK and India in consultation with Addleshaw Goddard and BCCI lawyers TNtG sportg. entertainmgnt " media lPtffi** Greative
IMG's in house creative agehcy, IMG Creative, has developed the new corporate identity for IPL
. IMG Creative developing Franchise marketing brochure.
Asset development
History of Capital value growth
How Franchise leagues work
Revenue distribution
Possible video presentation INIG sDorts. entertainment, media IPL Gorporate ldentity lPLffi**
ffirnrnrrnurcut 1, ilfEtIil'-{-u^
INIG sgorts. entertainment. media IPL Corporate ldentity lPtffi**
IP
INtG sports. entertainment. media Revenue share model (central lPtffi** revenues) . After extensive research and financial modelling, it is recommended that the revenue share model for IPL should be:
20% of net revenues retained by IPL
80% of net revenues redistributed to Franchises
The key objective value driver for Franchise fees will be the levels of distributed revenues
TNtG sports . entertainment. media Gentral Revenues lPtffi**
. Central revenues to comprise:
Domestic Media rights
International Media rights
IPL title sponsor
IPL secondary sponsor
II$tG sports. entertainment, media Local revenues lPLffi*u
To maximise Franchise fee potential, all rights outside the centrally sold media rights and central sponsorship agreements will be retained by the Franchise
Franchises will be given best possible opportunity to exploit local revenues to the full
. These local revenues retained by the Franchise will comprise:
100% of gate revenues
100o/o of Franchise sponsorship agreements
- l}Ooh of Stadium advertising signage (excluding that allocated to IPL central sponsors)
1OO% of match day concessions and other match day revenues
- Licensing and merchandising - the Franchise will retain its own licensing and merchandise rights, a 12.5% royalty will be retained by IPL forthe use of its intellectual property INtG sports. entertainment . media Franchise Sale Process tPLffiu
. IMG/BCCI to conduct 5 stage Franchise sale process:
1) Targeted PR campaign to alert potential Franchisees of opportunity to purchase an IPL Franchise
2) Targeted mail out of marketing collateral desigled to educate pbtential - Franchisees about how the asset works
3) IMG/BCCI and PR agency to run a series of roadshows in key cities - Invite key businessmen and senior city authorities
4) Interested bidders make official their interest - request an official teinder for $S0,000 fee
5) Tender process documents distributed - city specific and non city specific INIG soorts. entertainment . rnedia ll
Television Rights sale lPtffi**
. This will be high value content and will create a highly competitive market
. Tender document in preparation to be distributed in late Octoberlearly November
. Ongoing discussions with potential licensees
IISTG sports , entertainment . nEdia lr
Sponsorship Rights sales lPtffi**
. IMG will carry out a tender process for the central sponsorships of the IPL:
- IPL Title sponsorship
- IPL Secondary sponsorship
. Franchises to sell their own Franchise sponsorships
INtG sports . entertainment . m€dia Stadia lPtffi**
. Key goal of the project to improve India's stadia infrastructure
Spectator comfort expectations becoming more sophisticated
f mprovements must target 2011 Cricket World Cup
Stadium agreements in place pre Franchise tender
Premium seat based financial products available
Research required to determine market demand and price points
TNtG sports. entertainment. media IPL Playi ng conditions lPtffi** o ICC Twenty20 playing regulations to be observed o ICC Code of Conduct, anti-corruption, anti-racism and anti-doping regulations to be fully observed
. Franchises must commit to hosting matches in stadia that meet minimum IPL requirements:
- Minimum capacity 20,000
- Fully operational floodlights
- BCCI approved health and safety requirements
- Minimum requirements will increase over time
TNtG sDorts . entertainment . media IPL Schedule lPLffi*u
. 8 Franchises organised into 2 divisions of 4 - for example:
South: Mumbai, Bangalore, Chennai, Kolkata North: Delhi, Jaipur, Ahmadabad, Mohali
Other possibilities include Dubai, New York, Colombo
Intra-division matches to take place at weekends, inter-division matches to take place midweek
Schedule comprises:
- Weekends - 2 Saturday and 2 Sunday games starting at 5pm and 8pm
- Midweek - 2Tuesday and 2 Wednesday games starting at Spm and 8pm
- 6 additional Friday night games starting at 8pm
6 games in the last week (Tuesday, Wednesday, Thursday)
"Super Saturday" finals day on 44th day of tournament INIG sports . entertainment. media I
Key Milestones tPLffiu
. Media agreement secured (target end November 2007)
. National and international PR campaign launched (October/November 2007)
. Franchise tender marketing (November 2007)
. Franchise tender process (November/December 2007)
. Franchises granted and awarded (January 2008)
. Player auction (January 2008)
. IPL launches (March/April 2008) TNtG sports ' entertainment . media (*"
-' 16. To approve dates for the Tournament 2008 ''Provisional IPL Schedulins'^^^^D
' Mumbai Chennal Kolkata Delhl Jaipur Ahmadabad Mohall Bangalore I 2 3 4 5 6 7 a .*'iay 1 8v3 i-, i z 1v2 svo 3v4 7v8
5 2v5 6v1 r-\ d 3v8 4v7
(
,A-. 8v4
9 1v3 5v7
iu 2v4 6v8 l" t 3v5
13 4v6 ll tl :. ,lv7
.16 2v3
ll 4v1 6v7
tQ 3v6
21
1v4 5v8
a 2R
2] 2v7
?n
1
1v5 e^ 2v8
4v3
38 2v1
20
.- 1v6 3v7
4v8 5v3
42 2vo
43
Finals 44 Day 17. To approve represetntatives to attend Champions 2020 meeting in Dubai and IPL stand for the same. The Chairman to update the Council on the same
a
I
F ir 18. To Note personal hire to date *
We have made an offer to Mr Dhiraj Malhotra, currently working with ICC to work for IPL as General manager Marketing. He has accepted the same. His resume is enclosed for your perusal .
DHIRAJ MALHOTRA
13 Sultanpur Estate
Mehrauli, New Delhi
Cell : +91-9811801417
Email: [email protected]
WORJ Mav 2005 till date: ICC (International Cricket Council): Project managed and marketed cricketing events internationally and in India. Some of the prominent Events and Products I worked on were: . Sponsorship manager, Johnny Walker Super Series 2005, Australia . ICC Awards 2005, Australia . Event Coordinator ICC Under 19 Cricket World Cup 2006, Sri Lanka . ICC Champions Trophy Launch 2006, India . LGICC Rankings 2005 and2006 ' Event Manager, ICC Awards 2006, India . Event Coordinator, Champions trophy 2006, India July 1999 to April 2005: IMG General Manager Events (International Management Group) Handling the EVENTS in their entirety i.e. budgeting, strategy, PR, client servicing and organizing to execution and implementation. Job responsibility . Events handled: The Four Square Challenge - World's Greatest Adventure Raft Race, as the Senior Event Manager. . Toumament Manager for the only ATP Tennis toumament in India for five years . Toumament Manager for the National Bowling Championship for two years . Event Manager for the Lakme India Fashion Week for six years . Tournament Director for the Taiwan Open Golf tournament. . Event Director for the Indian Open (Golf) for two years and event manager for Indian Open Golf for three years. . Event Director for the Royal Challenge Grand Prix. (A series of four toumaments on the Indian Golf Tour. Event Manager for the Asian X Games at Singapore. Event Director for LG corporate Putting Event Manager for the Chivas Regal Invitational Championship, culminating with the finals at La Mang4 Spain.(Golf) Event Manager for the Mercedes Trophy held in 7 cities culminating with the finals at Stuttgart Germany. (Golf) Event Manager for BILT skins with Vijay Singh for two years. Event Director for ESPN Presents, Scorpio Speedster, The hunt for India's Fastest Bowler, with Timex. (A unique cricket carnival in10 cities across India) Event Manager for Standard Chartered Golf Day with Nick Faldo. Event Director for Tag Heuer Golf Championship Event Director for HSBC Golf Day with Colin Montgomerie. Was responsible for getting rights of the Historical Indo Pak Series and also implemented the Samsung Cup. . Managed the advertising rights of the India Japan matches for the 2006 World Cup qualifiers. (football) EDUCATIONAL BACKGROUND Specialisation: Consolidated Diploma course in Electronics, Mechanical Engineering, Automobile Engineering & Weapon Technology (Small Arms) from Military College of Electronics & Mechanical Engineering, Secunderabad, Electronics & Mechanical Engineering School, Barodain 1996 Graduation: B.Sc (Mathematics) from JNU, New Delhi in 1993 Schooling: Class XII from Kendriya Vidyalay4 Trimulgherry, Secunderabad in 1990 Class X from St. Pahick's High School, Secunderabad in 1988 SPECIAL MENTION: INDIANARMY: I have served as the Adjutant in an infantry as well as EME Battalion. (Jun.'94 - Feb.'99) I was responsible for all Human Resources Management, Civilian & Military Activities in the Unit, Logistics, Inventory & Purchase Management, Automisation and Computerisation in the Army. 45 The major highlight of the service was leading two companies of 400 men each in hostile environment in counter insurgency operations at the Kashmir Valley. Organizational: I have strong man-management skills. Am a good adminishator, have strategic thinking powers and leadership qualities. PERSONAL ACHIEVEMENTS: SPECIAL ACHIEVEMENT: Received Shaurya Chakra, the Medal of Honor for Bravery by the President of India on January 26, 1999. This was awarded for the rescue operations in Kashmir. Held the appointment of Battalion Under Oflicer at the IMA leading 800 cadets. Held the appointment of Academy Cadet Adjutant at the NDA leading 1800 cadets. ACADBMIC ACHIVEMENTS: Awarded President's Bronze Medal for holding IInd Rank in Science Sheam during my Crraduation. Was 9* in Andhra Pradesh State in Class X Certificate Examination. Captained the Services Football Team at the Santosh Trophy National Football aSPORTS: Championships in 1995. Member of the Indian Skiing Team at the International Skiing Championships at Auli ( U.P. ) in 1995. Held an IMA Cricket Blazer. Was an Academy Blue in Football in NDA and IMA. Volunteered and achieved Wings in Para Jumping. NONACADEMIC: In Debating & Quizzing, was selected for the all India Level Television Quiz "Contact" and Quiz Time. Represented school and the NDA atvarious regional and national level quiz competitions and debates and won many accolades. 46 19. To note and discuss key dates and timelines ( - We Need to fueeze the launch date for the league. .. We need to also agree on time lines for the following : -: . When to invite Franchisee . Whento floatthe MRA ITT . Production ITT . Freeze requirements from State Associations I a 47 o - 20. To approve outstanding payment on behalf of IPL , L Agreements signed with Players require l't payment to be made on Nov l"t 2007. t 2. DomainName purchase ') 3. TravelBills 't 4. Office Renovations 48 Domain Name Description Is Thansfer Locked? 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J8t24t2008 Basic Web Site Forwardins Activate Nowl J8124t2008 worldcricketseries.or g worldcricketseries.ors locked ACTIVE J8t24t2008 Do It Myself Website - Starter Activate Now! J8t24t2008 Basic Web Site Forwardins Activate Now! 08t24t2008 2r. To approve Long Form agreementwith IMG * SERVICES AGREEMENT THIS AGREEMENT is made between: (l) BOARD OF CONTROL FOR CRICKET IN INDIA of BCCI, Cricket Centre, Wankhede Stadium, D Road, Church Gate, Mumbai 400020, India ("BCCI"); and (2) INTERNATIONAL MERCHANDISING CORPORATION a company incorporated in the USA and having its Indian Branch office at IMG House, 4* Floor 268, Masjid Moth, Uday Park, New Delhi I l0 049. WHEREAS: (A) BCCI is the goveming body for cricket in India and owns all the rights in respect ofIPL (as defined below) and the commercial rights arising out ofand connected with the League (as defined below) and has established IPL to operate the League. qo4n[erri?! (B) BCCI wishes to appoint IMG to assist IBCC$o1{e_elplgrtgtign_olh9 qbo_ve-ngeqlfoge! riglts on behalf BCCI and IMG, has agreed to assist BCCI in connection therewith on the following terms and conditions. of Comrrent we are not giving lMG the right to do this, we wilf do it and will assist in the process IT IS AGREED as follows: l Definitions and Interpretation l.l ln this Agreement the following words and phrases shall have the following meaningsr O 49 (a) "BCCI Marks" means the name and logo of BCCI and/or IPL, such other intellectual property as is owned by BCCI and/or IPL and which relates to the League as set out in Schedule I together with any other names and logos as may be notified in writing by BCCI to IMG or created by BCCI and/or IPL in accordance with Clause 9 from time to time in connection with the League; (b) "Broadcaster" means any person permitted to broadcast coverage ofthe Matches by way ofany Media; (c) "Commercial Rights" means all commercial rights of any kind relating to the League (other than Media Rights) which are exploited centrally by or on behalf of BCCI or to which the BCCI is otherwise entitled in connection with the League including without limitation Franchise Rights, sponsorship rights, suppliership rights, merchandising rights, any right for BCCI and/or IPL to receive either any gate income from any Match and/or any income relating to any stadium which stages any Match; (d) "Contract Year" means each period oftwelve (12) consecutive months commencing on each lst January during the Representation Period save that the first Contract Year shall be from signatwe ofthis Agreement until3l December2007; (e) "Franchise" means the operation ofa Team by a Franchisee pursuant to the grant of Franchise Rights; (0 "Franchisee" means any person who is granted the right to establish and/or operate a Franchise; lol "Franchise Rights" means all rights to be granted to a Franchisee to establish and/or operate a Franchise; Comment: This defi.nation neeos ro be looked ihto in relation to clause 5 and my changes and coMents on the sane. (D "IPL" means the Indian Premier League, a Unit ofBCCI established to organise and operate the Leaguei "[,eague" means the domestic Twenty/20 cricket league which BCCI and IPL are in the process of 0) Comment It is only for IPL...Not for purposes include IPL.| establishing in conjunction with IMG and which shall for the of this Agreement only _ - anvthioq else. 50 o (k) "Match" means each and any match played as part of the League (including any end of Season play-offor knock-out matches or other such matches staged by way ofthe conclusion ofthe annual League competition); (l) "Media" means all or any media of any kind whether now known or subsequently invented or developed including without limitation radio; all forms of television including without limitation in-flight, ship-at-sea, free-over-air, terrestrial, satellite, satellite to cable and/or cable (including pay television), pay-per-view television, near-video-on-demand and video-on-demand); and any new media, intemet and/or broadband services including without limitation wireless application protocol ('WAP), third generation mobile (3G), short messaging services (SMS), ADSL and/or any other mobile communications device, (ml "Media Rights" means the right to produce, film, record, broadcast, generate and to transmit and/or distribute (or procure or licence the same) any and all audio, audio-visual and visual images (howsoever created including but not limited to computer generated images and graphics) or recordings ofor related to Matches by any Media; *MOU" (n) means the Memorandum of Undentanding signed by the parties on 1 3 September 2007; (o) "person" means any individual, corporation, partnership, unincorporated association or other entity of any kind; (p) "Player" means any member ofany Team; (q) "Representation Period" means the entire period of time (not being limited by reference to the duration of any Season) commencing on 13 September 2007 and concluding on the date of the conclusion of the tenth complete Season (r) "Rights" means together the Commercial Rights and the Media Rights; (s) "Rights Agreement" means any agreement or arrangement (written) under which any person acquires any interest ofany kind in any ofthe Rights; (r) "Rights Holder" means any person who has acquired any interest in any of the Rights from time to time; (ul "Season" means the period from and including the first Match in any annual League competition up to and including the last Match ofsuch annual League Competition (including any play-offl knock-out or other such matches staged by way ofthe conclusion ofthe annual League competltion). (v) "services" has the meaning set out in Clause 4; (w) "Team" means each of the teams which participate in the League from time to time; 51 (x) "Territory" means the world. , 1.2 The Schedules form part of this Agreement. L3 In this Agreement:- (i) clause headings are included for convenience only and shall not affect the construction ofthe agreement; and (ii) references to clauses and the Schedules are references to the clauses ofand Schedules to this agreement. 2. Representation of Rights 2.1 BCCI hereby appoints IMG as BCCI's exclusive agent and representative forthe exploitation ofthe Rights throughout the Territory during the Representation Period. BCCI agrees that it will not during the Representation Penod appoint any other person in the Territory to represent any ofthe Rights or sell or otherwise dispose of any ofthe Rights itself in any way (whether directly or indirectly). 2.2 Not less than 6 months' prior to the end ofthe Representation Period the parties shall enter into good faith negotiations in respect ofthe potential renewal oflMG's appointment under this Agreement and BCCI shall not appoint any other person to provide services which are the same as or similar to the Services until such time as such negotiations have taken place for a period of at least 60 days. 3. Exploitation of the Rights 3. I IMG is hereby granted the right and authority to assist BCCI in exploiting the Rights during the Representation Period including making arrangements for agreements in respect of the Rightsjand_II{G agregslh4t !! rlillnqt liqd qr commit any agreement or arrangement relating to the Rights wrthout the prior authority of BCCL BCCI to Comrent IMG cannot bind BccI post its t'erm. 3.2 ItisagreedthatallRightsAgreementsshallbeinwritingandexecutedbyanauthorisedofficialoflPl-. i Comment: rMG cannot take the revenue, the agreements with all parties will be dilectly with BCCI- Bcci agrement rith IMG will provide for how IMG wlll be taken J.J i fficare of in teRs of income, Comm€nt:We cannot agree to that. We will. execute what we think id 3.4 BCCI shall supply IMG with a full copy of each Rights Agreement as soon as practicable following signature thereof DESE fOI BCC!/ IPL 52 _ 4, IMG's Obligations IMG shall during the Representation Period provide the services set out below (the "Services"). 4.1 IMG shall conduct research in respect of the appropriate structure for the IPL and the League and shall make recommendations to BCCI accordingly (it being acknowledged that the final decision in respect thereof is BCCI's). 4.2 Once BCCI has decided upon the most appropriate structure for the IPL and the League under advice from IMG, IMG shall conduct research into and prepare the following foundation documentation in connection with it including: (a) the constitution ofthe IPL; (b) the authority of the Goveming Council of the IPL; . . (c) the structure ofthe League; (e) the franchise tender document; (f) the franchise agreement and any necessary franchise regulations; (g) the League implementation budget. 4.3 In addition to the matters referred to in Clauses 4.1 and,4.2 above IMG shall carry out or provide (as appropriate) the following: (a) the development of a rights management process in respect of the Rights including, without limitation: . Franchise Rights . Media Rights . sponsorship rights . official suppliership rights ' licensing and merchandising rights . stadium signage rights; (b) advice in respect ofthose ofthe Rights which may be 100% owned centrally and the division ofthe other Rights between BCCVIPL and the Franchisees; (c) the preparation and execution of marketing strategies for: . the Franchise tender . the Media Rights . the Commercial Rights (d) assist in the management ofthe Franchise tender process; (e) assist in the management ofthe sales processes in respect ofthe Rights; (0 the preparation and negotiation ofthe contracts with: . the successful Franchisees . Rights Holders; Iol the implementation and management ofthe centrally controlled/owned Rights on behalfoflPL only. I ComnEnt: we cannot gualantee whether the lights owner will aflow (h) the preparation of a television production specification; this. They nay want Eo do thj.s on Enere own. (i) the development ofbest practice match day guidelines for Franchisees and supervision in respect oftheir executlon; 0) the development ofbest practice match day media guidelines and supervision in respect oftheir execution; and (k) advice and assistance in connection with the development of any relevant stadia and the finance which may be necessary in connection therewith. 0) Will put the requisite manpower that is required to successfully run the league and matches. All costs associated with the same will be IMG's. (m) Will have a fully staffed office to do the same (n) Will hire whatever resources are required to successfully deliver a Professonal Cricket League. All costs associated with the same will be IMG's. 5. Consideration 54 5.1 ln consideration of the exploitation of the Rights by IMG and the other provision of the Services, BCCI will pay to IMG a commission of 10% of all lncome that is BCCI's sole income. 5.2 For the avoidance of doubt IMG shall not be entitled to be paid any commission by BCCI or IPL in respect of any sums relating to the League which are retained by Franchisees 5.3 IMG's commission in respect of any Income shall be paid in the currenry in which it was received by BCCI together made by In the event that any payment is made net of withholding tax, BCCI shall deliver to IMG a required to be law. Comnrent tuit does this mean we certificate ofdeduction oftax paid in respect ofthe payment as soon as practicable after such payment is made. will add the taxes they have to pay or dies it mean they will pay there own. we ale not responsible for tbere taxes. 5.4 Within seven (7) days of each 31st March,30th June, 30th September and 31st December during the Representation Period and thereafter so long as IMG is entitled to receive commission in respect of Income, IMG shall deliver to BCCI a statement of: (a) Contflent rhg will not receive any direct pa\ments...in all cases we will have to pay then. So rewold accordingl (b) the amount of commission due to IMG in respect of the Income receivable on behalf of BCCI during such period; and (c) withholding taxes withheld from the Income CommentrAll agleehents wlll be with BccI. so we will at all times 5.5 have to pay IMG. This eventuality will not arise. 56 IMG shall be responsible for the payment of all of its own intemal expenses in connection with this Agreement save where BCCI agrees in writing to bear the cost ofany pre-approved third fees.] Commant:At] costs are supposed to be 1M6's in develophent and running of the leaque as discussed. 6. BCCI Obligations 6.1 BCCI shall make available the full Rights for exploitation pursuant to this Agreement so that IMG is able to assist in offering the full Rights to third parties and BCCI will deliver the Rights to Rights Holders in accordance with the Rights Agreements. s s 6.2 BCCI shall maintain the quality ofthe Rights and ensure consistency in the manner in which they are delivered and shall comply with all reasonable requests by IMG to ensure that none of the Rights granted to any Rights Holder is impaired or obstructed in any way. o-J BCCI shall assist IMG throughout the Representation Period to maximise the value of the Income from the exPloitation ofthe tughts. Com|mntr nhat kind of peroiFeioEe etc. Comfi€ntiAgaiD you are agsi6ting us. !{e will foflard the agre@nt to youT not the other way alound. REDO this ClariEe Com|mlE You de th€re to asaist BccI and thl.s clause should go ln 6.7 BCCI will hold and organise the League in each Contact Year in accordance with the mutually agreed format as the the franchiEee ip1 agreqent. same may be amended by BCCI in consultation with IMG and/or the Franchisees (it being acknowledged that the number ofTeams may vary from year to year). 6.8 BCCI shall, subject to availability, make available to IMG such tickets for Matches as IMG shall reasonably request for the purpose of marketing the Rights to potential Rights Holders. The price, if any, of such tickets to IMG shall be at the discretion ofBCCI but shall be no more than face value. 6.9 BCCI shall keep IMG regularly and promptly informed of all significant developments conceming the fughts, the League, each Team and any Franchisee or potential Franchisee which may be beneficial and helpful or otherwise relevant to IMG in its exploitation of the Rights hereunder. 7. Warranties and Undertakings Each party warrants and undertakes to the other that it has and will continue to have full authority to enter into this Agreement and to undertake all ofthe obligations on its part contained in it. 72 Neither party shall promptly enter into any agreements, contracts or arrangements with any third party which will in any way limit or adversely affect the exercise by the other party ofsuch other party's rights under tJris Agreement or which will adversely affect the value of the Rights in any way. BCCI shall take any action which shall be necessary to prevent the exercise of any rights by, or actions ol any third parties (including without limitation any Franchisee and/or Team) which are inconsistent with the rights granted to IMG under this Agreement or which prevent or hinder the exploitation of the Rights in accordance with this Agreement. 7.4 The signature of any Rights Agreement by an authorised official of the BCCI shall constitute the BCCI's acknowledgment and acceptance offull responsibitity for the contents ofany such agreement and agreement by the BCCI that it will not hold IMG as its authorised agent liable for the subject matter ofany agreement, the identity of the relevant Rights Holder or any failure by any such Rights Holder to perform its respective obligations under any such Rights Agreement. 8. Franchisees It is acknowledged that the Franchisees and Players own and control certain commercial rights relating to the League which they are free to exploit in such manner as they choose provided that BCCI will procure that no Franchisee or Player will grant to any person any rights which conflict or are otherwise inconsistent with the terms of any of Rights Agreement 9. Intellectual Property Rights BCCI and/or IPL and IMG agee that they shall work together to develop and create such new logos, trade marks or other intellectual properly rights relating to the League including composite names and logos incorporating the trade marks or brand names of Rights Holders as are mutually agreed v/ould be beneficial in connection with the exploitation of the Rights hereunder. Any third party costs incurred in connection with the development or creation ofsuch new intellectual property and any costs incurred in connection with their protection by copyright, trade mark or other registration shall be bome by BCCI or IPL or the relevant owner of such intellectual property rights. AS WITNESS the parties have signed this Agreement on the day and date shown below For and on behalfof BOARD OF CONTROL FOR 57 CRICKET IN INDIA For and on behalfof INTERNATIONAL MERCHANDISING CORPORATION 58 SCHEDULE T BCCI Marks SCHEDULE 2 General (al Neither prty shall make my public announcement regardrlg this Agreement until the announcement has been approved in writng by the other. (b) The parties will keep the tems of this Agreement sffictly confidential at all times save for my disclosure required to be made by law or my court or other such govunmental authority md disclosure which is required for the purposes of implementing the provisions hereofprovided a similar obligation ofconfidentiality is imposed on any person to whom my disclosure is made. (c) BCCI acknowledges that IMG foms part of the Intemational Management Group of companies (the "IMG Group") and that IMG's obligations under this Agreement may be performed by IMG or any other company within the IMG Group. (d) The failwe O exercise a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver ofother rights or remedies. A waiver ofa breach ofany ofthe terms ofthis Agrmment does not constitute a waiver of mv other breach or default md shall not affdt the other terms of this Agreement (el ['!!s Ageqngntjspe6onal_to*ttre,parties and exce?t asJr,ovided o$grujse-neith€riqty- m4y assign, tran5feg olsub--license any of its rights or obligations under it without the prior witten consent of tle other party save that IMG may msign this Agreement to any member of the IMG Group. Comm€nt: This cannot be alfowed. c,rr'tF- ir thF-F ." -hrale oI operate to create ajoint venhrre or parErership behveen the parties or to authorise " (0 Nothing in this Agreement is intended to or shall management as we clearly pointed either party to obligate or bind the other party in any mamer whatsoever' out, BCCI wifL have the right to FDLher (g) BCCI acknowledges that IMG, being engaged in the business ofthe management, representation and exploitation ofrights in iam:aila lc ia.F-mFr- if th6r6 ic in h^h^dahFnl relation to, sporting and other events and personalities, may represent and perform senices for any other individuals and -h:n^A 'ha tee BCCI wilf have the right to any entities in addition to the League md nothing in this Agreement shall be deemed to restrict the right ofIMG to continue terminate this agreement. and all such activities and such activities shall not constitute a breach of the tems of this Agreement. - - (h) All notices under this Agreement shall be in witing and shall be delivered personally or by fax, or by recorded delivery mail, rMG addressed to the relevmt address set out at the begrrning of this Agreement (or such other business address as ei*rer prty may Comm€nt: cannot do this for cc:c rhjc is a F-TILSIVe from time to time notify to the other party as its address for such purpose). Any such notice or approval shall be deemed to be relationshi received, in the case of: (i) personal delivery, at such time, (ii) fax trmsmission, at the time of transmission the sender (having conectly tansmified the document) transmits the fax; and (iii) recorded delivery mail, to a destination in the country where it was despatched, forty-eight hours after posting, and (iv) in the case ofrecorded delivery mail to a destination outside the country where it wil despatched, five business days after posting. (U Ifthis Agreement is signed on different dates it shall take effect on the later date 0) lf either paty (the "Affected Party") is prevented from complying with my of its obligations under this Agreement by reason of any events, actions or circumstances beyond its reasonable control including fire, flood, industrial action, war, terrorist action (or the threat thereof) or Act of God (each an "Event of Force Majeure") then the relevant obligation(s) shall be suspended during the period ofsuch prevention and the parties shall use all reasonable endeavours to minimise or reduce the period of such suspension and the Affected ParU shall not be in breach of this Agreement as a result of any non-performance of its obligations which is due to such an Event of Force Majeure. The foregoing provisions of this paragraph (1) shall not affect any of the parties' obligations which remain capable of being perfomed notwithstanding the Event of Force Majeure including payment obligations. (k) Either party may teminate this Agreement immediately by written notice if the other party (i) commits m inemediable material breach of this Agreement, or (ii) mmmits a material breach of this Agreement which is capable of remedy md fails to remedy such dq'so__spec{ying.dgrai-ls pf the b1-e49h conpl44ed ql or. (ilD breach within l5 {ay,q qfte1 rBcelvlpg.,w1itQn leguSt llo -b-9c.9I1es -.- insolvent or if any insolvenry proceedings are commenced against il. business (U Overdue payments shall bear interest at the annual rate of4% above the IJK base rate for the time being ofHSBC Bank plc. Comment:90 days in this is too long. It needs to be imediate and therefore L5 davs 59 Crmnrenti Bcci only takes cover tirl the teans leach the ground and the wpiles ale on the field. At t hat point the giles have been delivered. Post that cover is that of the riqhts holder. Comrnent These we have always put the onus on the rights holder, ex medj"a rights holder to take out. It should be part of our tender and (n) Notwithstanding anything in this Agreement to the contary, neither party shall be liable to the other in contract, tort (including ts with the said Darties. negligence) or otherwise, for any loss of any indirect or consequential loss or damage arising out of or in comection with this Agreernent or the subject matter thereof. Without prejudice to any other limitation or exclusion of liability under this Agreement but subject as provided below, the total liability of either party in contract, tort (including negligance) or otherwise in relation to this Agreement or the subject matter thereof, shall not exceed the total amount payable to IMG pursuant to this Agreement (o) The parties each acknowledge and agree that this Agreement constitutes the entire agreement and understanding of the parties in respect of its subject matter (md supersedes any previous agreement between the parties in respect of such subject matter including the MOU) and that in ent€ring into this Agreement, it has not relied on md shall have no remedy (either in contract or tort) in respect of any statement, representation, warranty or understanding which is not expressly set out in this Agreement provided that nothing in this clause shall operate to limit or exclude my liability for fraud. No mmdment to this Agreement shall be effective unless it is in writing and signd by both parties. (p) References to the 'brmination" of this Agreement or the Representation Period shall be deemed to include the termination or expiry for any reason ofthis Agreement or the Representation Period. (q) This Ageement shall be governed by, and construed in accordance with Indian law. (r) If any dispute arises under this Agreement which cannot otherwise be amicably resolved between the partres, such dispute shall be submitted to arbitration and conclusively resolved by a single arbitrator appointed by mutual consent. Both parties shall share equally the costs, fees, or other expenses of the single arbitrator appointed by them in accordance with the Arbitration and Conciliation Act, 1996, or any statutory modification or re-enactment then in effect. (sj The venue for arbitration shall be Mumbai md the arbitration shall be conducted in the English lmguage. o) The decision of the arbitrator/tribunal shall be in writing and shall be final and binding upon the parties. Each party shall bear its own lawyers fees and charges and shall pay one half of the costs and expenses of such arbitration, subject always to the final award of the Arbitrator/Tribunal as to costs. (u) Subject to the above, the competent courts of India alone shall have exclusive jurisdiction to try and dispose of any matter uising out ofor in relation to these presents. (v) Each ofthe parties hereby acknowledges and agrees that its failure to pilticipate in arbitration proceedings in any respect, or, to comply with any request, order or direction of the arbitrator, shall not preclude the arbitrator proceeding with such arbitation and/or making a valid final award. 60 )) To approve Long Form Players Contract To replace MOU THIS AGREEMEM is made between (1) The Board of Control for Cricket in India of Nirlon House, Dr. Annre Beasant Road, Worli, Mumbai ('BCCI), (2) and [player's name] of [address] (the "Player") and (3) Ainsley Services Limited c/o Sovereign corporate Services, Po Box 62201,Dtbai, UAE ("Ainsley"). WHEREAS the parties entered into a Memorandum of Understanding ('MOU") on fdatel in connection with the League and the Champions Tournament (each as defined below) and now wish to replace the MOU with this Agreement. IT IS AGREED as follows: l. Definitions and Interpretation 1.I In this Agreement the following words and expressions shall have the following meanings. ,,Agency Contract" shall mean the agreement set out in Schedule 2 which shall be entered into by the Franchisee upon signature of the Player Contract; ..Bidders" shall mean those parties (including the Franchisee) which have been awarded the right to establish and operate a team as part of the League and, where appropriate, the Champions Tournament following the tender process in respect thereof and who shall participate in the Player Bidding Process; ,,Champions Tournament" shall mean the competition for the winners of the League and equivalent Twenty20 Leagues in other territories which shall take place during what is anticipated to be an 1 1 day period commencing towards the end ofSeptember in each year of the Term; ,,Commercial Terms" shall mean the terms set out in paragraphs I and 2 of Part I of Schedule I of the Player Contract (being the Player's fee and any bonus arrangements); 'oFee" shall have the meaning in Clause 3.2; ,,Franchisee" shall mean the party which has been awarded the right to operate a team as part of the League and, where appropriate, the Champions Tournament and which has the right to enter into the Playing Contract with the Player pursuant to clause 2, whether as a result of having made a successful bid for the Player as part of the Player Bid Process or as a result of such party taking a transfer or other asslgnment thereof; "IPL" shall mean the Unit ofBCCI which has been established to operate the League: ,,League" shall mean the Twenty20 Indian Premier League competition which is being organised by IPL and which shall take place over a period of approximately six weeks currently anticipated to occur in April/May during each year ofthe Term; 61 "NOC" shall mean a letter from the Player's national cricket board entitling the Player to participate fully in the League and, if appropriate, the Champions Toumament; "Player Bid Process" shall mean the process by which Bidders select and bid for players with a view to such players being part ofthe Bidders' teams in the League and, where appropriate, the Champions Tournament, "Player Contract" shall mean the form ofagreement set out in Schedule l; "Player Fee" shall have the meaning set out in the Player Contract; ooSeason" shall mean the period of time during which the League shall take place together with, if the Team qualifies for it, the period of time duringwhich the Champions Tournament shall take place; "Team" shall mean the team operated by the Franchisee in the League and, ifthe Team qualifies for it, the Champions Tournament; "Termtt shall have the meaning in Clause 4. t.2 For the purposes of this Agreement and provided the context so permits: (a) the singular shall include the plural and vice versa and any gender includes any other gender; (b) references to a person shall include any entity, business firm or unincorporated association; (c) references to statutory enactments shall include re-enactments and amendments of substantially the same intent as the orisinal referenced enactment. Player Obligations 2.1 The Player agrees as follows: o (a) upon being notified of the identity of the Franchisee (i) he shall negotiate in good faith with it in respect of the Commercial Terms and shall use his best endeavours to reach agreement with the Franchisee in respect thereof as soon as oracticable: and (ii) he shall enter into the Player Contract incorporating the Commercial Terms immediately upon agreement being reached in connection therewith provided that if no such agreement with respect to the Commercial Terms has been achieved wtthin l5 days of the above-mentioned notification the Commercial Terms shall comprise the Fee only and the Player shall enter into the Player Contract on such basis; (b) he shall not seek to negotiate with the Franchisee in respect of any term or provision of the Player Contract other than the Commercial Terms; oz (c) ifand to the extent that any third party acts upon the Player's behalfin respect ofthe negotiation of the Player Contract with the Franchisee then the Player shall procure that such third party fully complies with the obligations in paragraphs (a) and (b) above; (d) once the Player Contract is entered into he shall comply fully with its terms including in respect of all obligations set out in it which are imposed upon the Player; (e) he shall throughout the Term participate fully in the League and, if the Team qualifies for it, the Champions Tournament as contemplated by this Agreement and the Player Contract and shall inform IPL immediately of any reason why he may be unable to do so; (o he shall not enter into any other arrangements or agreements (written or oral) which would or might adversely affect his ability to participate fully in the League and, if the Team qualifies for it, the Champions Tournament as contemplated in this Agreement and the Player Contract; wherever possible he shall promote the League and the Champions Tournament; (h) he shall be responsible for obtaining any necessary consents or licences to his participation in the League and, if the Team qualifies for it, the Champions Tournament from his national cricket board or any other club, team or other entity to whom the Player owes any duties or obligations of any kind; (i) he shall not during the Term participate in any Twenty20 league or other Twenty20 competition which is based (largely or wholly) in India and which is the same as or similar to the League; 0) he shall not during the Term participate in any Twenty2O competition which is the same as or similar to the Champions Tournament anywhere in the world in any year where the Team has qualified for the Champions Tournament. z.J The obligations of the Player under this Agreement shall apply throughout the Term unless they are expressly limited by reference to any Season or Champions Tournament. Payment Obligations 3.1 BCCI's obligations in this Clause 3 are conditional upon: (a) the Player delivering to BCCI an NOC granting to the Player the right and entitlement to participate in the League in each Season and, where appropriate, in each Champions Tournament and otherwise complying with his obligations in Clause 2.I (h) throughout the Term; (b) the Player remaining at all times eligible to participate in the League and, ifthe Team qualifies for it, the Champions Tournament. 63 a @ ffiL@ (c) the Player entering into the Player Contract with the Franchisee pursuant to his oblieation under clause 2, if the Franchisee is ready and willing to do so; and if such conditions are not satisfied by 1 March 2008 then the Player shall (without prejudice to BCCI's other rights and remedies) within 1 5 days repay to BCCI an amount equal to any sum paid to him under Clause 3.2, and any obligation on BCCI to pay any further sums under this Agreement shall terminate on such date. ).2 Subject to Clauses 3.1 and 3.4 BCCI hereby agrees to pay to the Player the sum ofUS[ I (the "Fee") in respect ofthe 2008 League and Champions Tournament (it being acknowledged that the obligation to pay any sums to the Player in future years shall rest with the Franchisee as contemplated by Clause 3.4). The Fee shall be navable as follows: (a) as to US$[ I on 1 November 2007; (b) as to US$[ I on I April 2008; (c) as to US$[ I on I May 2008; and (d) as to US$[ I on I October 2008. 3.3 If and to the extent that the Franchisee agrees, pursuant to the Player Contract to be entered into between them, to pay an amount each year to the Player (the "Playing Contract Fee") which exceeds the Fee then the Player shall be entitled to retain an amount equal to 90% of such excess and the Agent shall be entitled to the remaining 10%o (as set out in the Agency Contract). 3.4 The Player agrees upon signature ofthe Player Contract that all ofBCCI's outstanding payment obligations under this Agreement in respect of the Player shall cease to have any further force and effect and the Player shall look exclusively to the Franchisee for payment of the Player Fee pursuant to the terms of the Player Contract in place of the Fee payable under this Agreement. 3.5 Subject to clause 3.6, BCCI shall pay to Ainsley the sum ofUS$ [ I in respect of the 2008 League and Champions Tournament, said sum to be paid by 1 April 2008 (it being acknowledged that the obligation to pay any sums to Ainsley in future years shall rest with the Franchisee as contemplated by Clause 3.6). 3.6 Ainsley agrees upon signature of the Agency Contract that all of BCCI's outstanding payment obligations under this Agreement in respect of Ainsley shall cease to have any further force and effect and Ainsley shall look exclusively to the Franchisee for payment of sum pursuant to the Agency Contract in place of the sum payable under Clause 3.5. 64 3.7 The sums payable by BCCI under this Agreement shall be paid in US dollars upon receipt of an invoice and if BCCI is obliged to deduct withholding tax from any such payment then it shall as soon as practicable deliver to the payee a certificate of the deduction and payment of such tax from the relevant tax authority. +. Term and Termination 4.1 This Agreement shall come into effect upon signature and shall continue until 3l October 2010 as the same may be extended or terminated in accordance with the remainder of this Clause 4 (the "Term"). 4.2 Either BCCI or the Player may terminate this Agreement with immediate effect by giving notice in writing to all other parties in the event that the other of them: (a) is in material breach of any obligation under this Agreement and fails to remedy such breach within 30 days' of written request to do so from BCCI or the Player (as appropriate); or (b) enters into liquidation or has bankruptcy/insolvency proceedings commenced against it or becomes insolvent or ceases to trade (or anything analogous to any of the foregoing occurs under any other jurisdiction). 4.3 The termination of this Agreement (for whatever reason) will not terminate any provision which is expressly or by implication provided to come into or continue in force after such termination and will be without prejudice to the accrued rights and liabilities and other remedies of the parties to this Agreement. 4.4 The termination or expiry of this Agreement shall be without prejudice to any rights and obligations in respect of any period after such termination and shall also be without prejudice to the rights and obligations of either party against the other in respect of any antecedent breach of any of the terms and conditions hereof. 4.5 For the avoidance of doubt Ainslev shall have no risht to terminate this Asreement. 5. Force Majeure 5.1 If BCCI or the Player is totally or partially prevented or delayed in the performance of any of its obligations under this agreement by an event of force majeure and gives written notice thereof to the other parties specifzing the matters constituting the event offorce majeure it shall be excused the performance ofthe affected obligation as from the date ofsuch notice for so long as such cause or delay shall continue. 5.2 If any notice is given under Clause 5.1, the parties shall attempt (so far as reasonably within their power) to mitigate the effect of the matters referred to in such notice and, in particular, but without limitation, shall endeavour to agree a solution to the consequences of the matters constituting force majeure 5.3 If after 30 days from the date of notice being given pursuant to Clause 5.1 the force majeure event is still continuing and is in respect of a material obligation under this Agreement, the party whichever of BCCI or the Player (but not Ainsley) which has received the said notice under Clause 5. 1 shall have the right to terminate this Agreement on not less than 30 days'written notice. For the purpose of this Agreement the term "force majeure" shall be deemed to include any cause affecting the performance of this Agreement arising from or attnbutable to acts, events, non-happenings, omissions or accidents beyond the reasonable control of the party affected including wthout limitation, strikes, lock-outs or other industrial action, terrorist action or threat thereol civil commotion, invasion, war, threat or preparation for war" fire, explosion, storm, flood, earthquake, epidemic and any legislation, regulation or ruling of any government, court or other such competent authority. For the avoidance of doubt the Player's inability for any reason to satisfu the conditions in Clause 3 shall not be an event offorce majeure. b:) 6. Transfer of this Agreement 6.1 All the rights granted to the Player and Ainsley in this Agreement are personal to each of them and neither of them will have any right to assign this Agreement or to sub-contract or otherwise delegate their respective obligations under it without BCCIs prior written consent. o.z BCCI may assign, transfer or novate this Agreement and all rights under it to any other party at any time and shall inform the other parties thereof in writing within a reasonable time thereafter. 7. Notices 7.1 Any notice (the "Notice") required to be given for the purposes of this Agreement shall be given by sending the same by pre-paid first class post, fax, or by delivering the same by hand to the relevant address shown in this Agreement or such other address as shall have been notified (in accordance with this Clause) by the party concerned as being its address for the purposes of this Clause. Any Notice so sent by post shall be deemed to have been served 4 days after posting and in proving this service it shall be sufficient proof that the Notice was properly addressed and stamped and put into the post. Any Notice sent by fax shall be deemed to have been served on the next business day following the date ofdespatch thereof. Any Notice delivered by hand shall be deemed to have been served when physically delivered to the relevant address. 8. Entire Agreement 8.1 This Agreement, constitutes the entire agreement between the parties in relation to the Franchise and supersedes any negotiations or prior agreements on the subject matter hereof including the MOU and nothing in this Agreement shall seek to exclude any liability for fraudulent misrepresentation. 8.2 Except in the case of fraudulent misrepresentation, the only remedy available in respect of any misrepresentation or untrue statement made to any parry shall be a claim for breach ofcontract. 9. General 9.1 Nothing in this Agreement will be construed as making one party an agent, pafiner, employee or representative of any other or making the parties joint venturers. 9.2 No party will have authority to bind any other and will not pledge the credit nor represent itself as being the other party's, partner, employee or representative and will not hold itselfout to any third party as such nor as having any power or authority to incur any obligation of any nature express or implied on behalf of the other party. 9.3 Each of the provisions contained in this Agreement is considered reasonable by the parties and each Clause and sub-Clause will be construed as independent ofevery other provision. Ifany provision ofthis Agreement is determined to be illegal, invalid or otherwise unenforceable, then insofar as is possible it shall be deemed amended so as to be enforceable and whether or not such amendment is possible the remainder of the A$eement will not also be invalidated unless in its reasonable opinion the purpose of this Agreement is frustrated as a result. 9.4 Where this Agreement is signed by the parties on different dates then it shall take effect on the latest date of signature. 9.5 The failure to exercise a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. A waiver of a breach of any of the terms of this Agreement does not constifute a waiver of any other breach or default and shall not affect the other terms of this Agreement. 9.6 References to a "person" shall include an individual, corporatior\ unincorporated association, firm or any 66 @trffiFw other entity and references to the termination of this Agreement shall include its termi nation for any reason or explrauon. 9.7 Each party shall during the Term and for the longest period allowable by law thereafter keep the contents of this Agreement confidential save that it is agreed that BCCI and the Player may each refer to the fact that an agreement has been signed between them under which the Player has committed himself to the League. 10. Governing Law and Dispute Resolution l0.l This Agreement shall be governed by, and construed in accordance with Indian law. 10.2 If any dispute arises under this Agreement which cannot otherwise be amicably resolved between the parties, such dispute shall be submitted to arbitration and conclusively resolved by a single arbihator appointed by mutual consent. Both parties shall share equally the costs, fees and other expenses ofthe single arbitrator appointed by them in accordance with the Arbitration and Conciliation Act, 1996, or any statutory modification or re-enactment then in effect. 10.3 The venue for arbitration shall be Mumbai and the arbitration shall be conducted in the English language. 10.4 The decision of the arbitrator/tribunal shall be in writing and shall be final and binding upon the parties. Each party shall bear its oum lawyers fees and charges and shall pay one half of the costs and expenses of such arbitration, subject always to the final award ofthe Arbitrator/Tribunal as to costs. 10.5 Subject to the above, the competent courts ofMumbai alone shall have exclusive jurisdiction to try and dispose of any matter arising out of or in relation to these presents. 10.6 Each of the parties hereby acknowledges and agrees that its failure to participate in arbitration proceedings in any respect, or, to comply with any request, order or direction ofthe arbitrator, shall not preclude the arbitrator proceeding with such arbitration and/or making a valid final award. AS WITNESS whereof the parties or their duly authorised representatives have signed this Agreement on the date shown below. 200i I For and on behalfof TTIE BOARD OF CONTROL FOR CRICKET IN INDIA Name: Title: 200t I For and on behalf of IPLAYERI Name: Title: 67 23. To approve Long Form Players Agent Contract THIS AGREEMENT is made between: (1) fName offranchiseel of laddress offranchiseel (the "Franchisee"); and (3) AINSLEY SERVICES LIMIIED c/o Sovereign Corporate Services, PO Box 62201, Dubai, UAE (*Ainsley"). . WHEREAS the Franchisee has entered or will on or about the date of this Agreement enter into the Player Contract (as defined below). WHEREAS Ainsley has provided certain services in relation to the Player Contract and the parties wish to enter into I an agreement in respect ofsaid services on the following terms and conditions. IT IS AGREED as follows: . 6. Definitions and Interpretation 1.3 In this Agreement the following words and expressions shall have the following meanings. "Champions Tournament" shall mean the competition for the winners of the League and equivalent Twenty20 Leagues in other territories which shall take place during what is anticipated to be an I I day period commencing towards the end of September in each year of the Term; "League" shall mean the Twenty20 Indian Premier League competition which is being organised by IPL and which shall take place over a period of approximately six weeks curently anticipated to occur in April,May during each year ofthe Term, "Player" shall mean t l; "Player Contract'n shall mean the contract between the Player and the Franchisee in relation to the League and, where appropriate, the Champions Tournament which has or will shortly be entered into by the Player and the Franchisee; "Player Fee" shall mean the basic fee (not including bonuses of any kind) payable to the Player by the Franchisee under the Player Contract; "Season'n shall mean the period oftime duringwhich the League continues in each year togetherwith, ifthe Team qualifies for it, the period of time duringwhich the Champions Tournament takes place; 70 @ffiF @ "Team" shall mean the Team owned and operated by the Franchiseewhich will participate in the League and if the Team qualifies for it. the Chamoions Tournament: "Term" shall have the meaning in Clause 4.1. 1.4 For the purposes of this Agreement and provided the context so permits: (a) the singular shall include the plural and vice versa and any gender includes any other gender; (b) teferences to a person shall include any entity, business firm or unincorporated association; (c) references to statutory enactments shall include re-enactments and amendments of substantially the same intent as the orieinal referenced enactment. 7. Services It is agreed and acknowledged that Ainsley has assisted in connection with the negotiation of the commercial terms of the Player Contract and generally in inducing the Player the same. 8. Payment Obligations | 3.1 The Franchisee's obligations in this Clause 3 are conditional upon: (a) the Player delivering to BCCI or the Franchisee an NOC granting to the Player the right and entitlement to participate in the League and Champions Tournament in each Season; (b) the Player remaining at all times eligible to participate in the League and, if the Team qualifies for it, the Champions Tournament; (c) the Player Contract being signed with all conditions therein being satisfied and not having expired or been terminated and if such conditions are not satisfied by I March in any year of the Term then Ainsley shall within I 5 days repay to the Franchisee an amount equal to any sum paid to it underClause 3.2. 3.2 Subject to Clauses 3.1 and as consideration for the services referred to in Clause 2 above the Franchisee shall pay to Ainsley the following: (a) a sum equal to I 0% of the amount by which the Player Fee exceeds [ ] which shall be paid on the same dates and in the same proportions as the Player Fee is paid to the Player; (b) the sum of [ ] which shall be payable on [ ] 3.3 The sums payable by the Franchisee under this Agreement shall be paid in US dollars upon receipt of an invoice and ifthe Franchisee is obliged to deduct withholding tax from any such payment then it shall as soon as practicable deliver to the payee a certificate of the deduction and payment of such tax from the relevant tax authority. 9. Term and Termination 7l 4.1 This Agreement shall come into effect upon signature and shall continue until 3l October 2010 as the same may be extended or terminated in accordance with the remainder of this Clause 4 (the "Termo'). 4.2 Either party may terminate this Agreement with immediate effect by giving notice in writing to all other parties in the event that the other of them: (a) is in material breach of any obligation under this Agreement and fails to remedy such breach within 30 days' of written request to do so from the other; or (b) enters into liquidation or has bankruptcy/insolvency proceedings commenced against it or becomes insolvent or ceases to hade (or any'thing analogous to any ofthe foregoing occurs under any other jurisdiction). +.-l This Agreement shall terminate automatically on the termination for any reason or expiration of the Player Contract. 4.4 The termination of this Agreement (for whatever reason) will not terminate any provision which is expressly or by implication provided to come into or continue in force after such termination and will be without prejudice to the accrued rights and liabilities and other remedies of the parties to this Agreement. 4.5 The termination or expiry of this Agreement shall be without prejudice to any rights and obligations in respect of any period after such termination and shall also be without prejudice to the rights and obligations of either party against the other in respect of any antecedent breach of any of the terms and conditions hereof. ll. Transfer of this Agreement I l.l All the rights granted to Ainsley in this Agreement are personal to it and Ainsley will have no right to assign this Agreement or to sub-contract or otherwise delegate its obligations under it without the Franchisee's prior wntten consent. ll.2 The Franchisee may assign, transfer or novate this Agreement and all rights under it to any other party ifit transfers its rights to operate the Team to such party and shall inform Ainsley in writing within a reasonable time thereafter. 12. Notices l2.l Any notice (the "Notice") required to be given for the purposes ofthis Agreement shall be given by sending the same by pre-paid first class post, fax, or by delivering the same by hand to the relevant address shown in this Agreement or such other address as shall have been notified (in accordance with this Clause) by the party concerned as being its address for the purposes of this Clause. Any Notice so sent by post shall be deemed to have been served 4 days after posting and in proving this service it shall be sufficient proof that the Notice was properly addressed and stamped and put into the post. Any Notice sent by fax shall be deemed to have been served on the next business day following the date ofdespatch thereof. Any Notice delivered by hand shall be deemed to have been served when physically delivered to the relevant address. 13. Entire Agreement 13.1 This Agreement, constitutes the entire agreement between the parties in relation to its subject matter and in entering into this Agreement neither party has relied on any representation by or on behalfofthe other save that nothing in this Agreement shall seek to exclude any liability for fraudulent misrepresentation. 13.2 Except in the case of fraudulent misrepresentation, the only remedy available in respect of any misrepresentation or untrue statement made to any pady shall be a claim for breach of contract. 72 14. General l4.l Nothing in this Agreement will be construed as making one party an agent, partner, employee or representative of any other or making the parties joint venturers. 14.2 No pqrty will have authority to bind any other and will not pledge the credit nor represent itself as being the other party's, partner, employee or representative and will not hold itselfout to any third party as such nor as having any power or authority to incur any obligation of any nature express or implied on behalf of the other party. 14.3 Where this Agteement is signed on different dates then it shall take effect on the later date. 14.4 The failwe to exercise a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. A waiver of a breach of any of the terms of this Agreement does not constitute a waiver of any other breach or default and shall not affect the other terms of this Agreement. 14.5 Each party shall during the Term and for the longest period allowable by law thereafter keep the contents of this Agreement confidential. 15. Governing Law and Dispute Resolution 15.1 This Agreement shall be governed by, and construed in accordance with Indian law. 15.2 If any dispute arises under this Agreement which cannot otherwise be amicably resolved between the parties, such dispute shall be submitted to arbitration and conclusively resolved by a single arbitrator appointed by mutual consent. Both parties shall share equally the costs, fees and other expenses of the single arbitrator appointed by them in accordance with the Arbihation and Conciliation Act, 1996, or any stafutory modification or re-enactment then in effect. 15.3 The venue for arbihation shall be Mumbai and the arbitration shall be conducted in the English language. 15.4 The decision ofthe arbitrator/tribunal shall be in writing and shall be final and binding upon the parties. Each party shall bear its own lawyers fees and charges and shall pay one halfofthe costs and expenses of such arbihation, subject always to the final award ofthe Arbitrator/Tribunal as to costs. 15.5 Subject to the above, the competent courts ofMumbai alone shall have exclusivejurisdiction to try and dispose of any matter arising out of or in relation to these presents. 15.6 Each of the parties hereby acknowledges and agrees that its failure to pafiicipate in arbitration proceedings in any respect, or, to comply with any request, order or direction ofthe arbitrator, shall not preclude the arbitrator proceeding with such arbitration and/or making a valid final award. AS WITNESS whereof the parties or their duly authorised representatives have signed this Agreement on the date shown below. 200t I For and on behalf of IFRANCHISEEI Name: Title: 24. To approve Franchise Agreement * THIS AGREEMENT is made BETWEEN: (D IIPL or BCCI?I of I l ("PL"); and (2) [ ] whose principal place of business is at I I (the "Franchisee"). lAny parcnt guarantee?l WHEREAS: (A) On [ ] 200[ ] and in response to the Tender Document (as defined below) the Franchisee submitted a bid document pursuant to which it offered to enter into this Agreement in order to operate a Franchise (as defined below). (B) The Franchisee wishes to operate a Franchise at flocation] and has agreed to enter into this Agreement in connection with the establishment and operation of said Franchise on the following terms and conditions. WHEREBY IT IS AGREED as follows: 1. De{initions 1.1 The following words and expressions shall have the following meanings unless the context requires otherwise: 'Agency Contracf' shall mean the agreement in the form set out at Schedule 4lwhae applicablef; 'A.gent" shall mean the agent(s) (if any) listed in Schedule 5; *BCCf' shall mean The Board of Control for Cricket in India "Broadcast Rights" shall mean the right to broadcast or otherwise distribute audio-visual, visual and audto fdo IPL's cenlral right aclend to radio or could thqe be local radio deak?luoverrye of arry Match (whether on a live or delayed basis and whether of all or any part of such match) by any and al- means now known or hereafter developed including but not limited to all forms of television, home video and DVD, theatric and non-theatric rights, in-flight, ship-at-se4 distribution to all forms ofmobile devices and via the intemet and whether scheduled or on dernand and in whatever format whether linear, interactive, free to air, pay or otherwise; "Business" shall mean the business of conducting and managing the operation of the League as canied on by IPL; "business day'' shall mean any day (other than a Saturday or Sunday) on which banks are ganerally open for business in Mumbai; "Central Rights" shall mean together the Broadcast Rights and the Central Sponsorship Rights; "Central Sponsorship Rights" shall mean the following in relation to the League and the Champions Toumament as a whole: any broadcast sponsorship rights, together with title sponsorship rights; "Champions Tournamenf' shall mean the competition to take place befween the winner(s) of the League and the winners of equivalent Twenty20 cricket competitions which are staged in other countries and which it is anticipated shall take place in October (or such other time as may be) notified to the Player); "Coach" shall mean the person responsible for managing and selecting the Team; "Conmerrcial Agreement" shall mean any agreernent or anangernent (written or oral) whereby any person acquires any right ofany kind to associate itselfwith the Team and/or the Franchise in order to promole such person's goods and/or services including without limitation any sponsorship or suppliership agr€€rnent; "Commerrcial Terms" shall mean the terms set out in paragraphs I and 2 of Part 1 of Schedule 1 of the Player Contract "Franchise" shall mean the Franchisee's individual business ofestablishing and operating the Team pursuant to and as conternplated by this Agreemart; "Franchise Fee" shall have the meaning in Clause 6; "Franchisee Group" shall mean the ultimate parent company from time to time of the Franchisee and any company or undertaking which is conholled by such parent company whether by shareholding (or equivalent), board control, agreement or otherwise and "Franchisee Group Company" shall be construed accordingly; "Goveming Rules" shall mean the docwnurt adopted by IPL as its goveming mles (as amurded from time to time); 'Gross Reivenue" shall mean the total revenue r€ceived bv the Franchisee durine sr.ch vear of the Term from the exploitation of the Central Rights; "Ground" shall mean llocalionf, being the venue at which the Team shall play its home Matches; "ICC'shall mean The Intemational Cricket Council; "ICC Rules" shall mean t ]; "Insolvency Evenf' shall have the meaning in Clause 1 1.7; 55IPr . Marks" shall mean the trade marks, trade names, logos and designs and the pending trade marks details of which are set out in Schedule 1 and all other trade marks, trade names, logos, symbols, ernblans, insigtia fascia or slogans or other matters in the nature of intellectual rights used by BCCI and/or IPL in connection with the League; "IPL Partner" shall mean any person who has from time either been granted any of the Broadcast Rights at any time or who has entered into a commercial arrangernent or agreernent with IPL to promote such person's goods or services and/or the sale ofsuch goods or services including by associating itselfwith IPL, the League and/or the Chanpions Toumanent without limitation any sponsor or official supplier appointed by IPL 'I-eague" shall mean the Twenty2O cricket league which has been established by IPL and which shall take place in April/May of each year (or such other time as may be notified to the Franchisee); 'Legal Requirements" shall mean all laws, statutes, rules, regulations, permits, licences, authorisations, directions and requirements ofany goverrunents or regulatory authorities that now or hereafter may be applicable to this Agreanent, the Franchisee, the Franchise, the Team, the Franchisee's legal capability to operate the Franchise in the Tenitory and the operation thereof, including (without limitation) as relates to the Franchisee's legal constitution, articles ofassociation, intellectual property rights, employees, building, health, safety and environmental matters; "Match" shall mean any match forming part of the League in any Season including any end of Season play-offs or knockout matches apinst any other club together with any match forming part of any Champions Toumament in respect of which the Team has qualified (in each case whether the same are staged in India or elsewhere); "Operational Rules" shall mean the rules adopted by IPL as the operational rules in respect of the League as the same may be arnended from time to time; "Other Franchisees" shall mean any person (other than the Franchisee) who has been granted a franchise to operate a tean in the League; "Owner" shall mean any person who has a direct or indirect proprietorial interest in the Franchisee or any Franchisee Group Company; "Player" shall mean each and all ofthe players unployed or otherwise contracied by the Franchise who comprise the Squad; "Player Bidding Process" shall mean the process by which the Franchisee and the Other Franchisees will seek to obtain the services of certain players which was refened to in the Tender Document and which is described at Schedule 5 and "Bid" or 'tsidding" shall be construed accordingly; "Player Contracf' shall mean the form ofcontract set out at Schedule 2 (being the standard form confact produced by IPL for the League and the Champions Toumament and as the same may be anended by IPL from time to time); "Regulations" shall mean together the Operational Rules and the ICC Rules as the samemay be rnended from time to time: "Season" shall mean the period of time in each year during which the League shall take place together with, if the Team qualifies, for it, the period of time during which the Champions Toumanent shall take place; "Squad" shall mean the group of players employed by the Franchisee (whether directly or indirectly) from whom the Tearn is selected; "Team" shall mean the team of eleven Players representing the Club in any Match; "Tender Documenf' shall mean the document entitled "Invitation To Tender For Indian Premier League Rights" dated [date] and issued by BCCI pursuant to which BCCI, on behalf of IPL, sougJrt offers from potential franchisees to establish and operate a team forming part ofthe League and, ifthe Team qualifies for it, the Champions Toumament; "Tem" shall have the meaning in Clause 3.l; "Territo4/' shall mean the area of land within a radius of [ ] miles from [ ]; 'VAT"' shall mean Value Added Tax or other relevant sales tax; fttlease confirm if VAT or an equivalent tax a,isf and, if so, please confirmthe narc of the equivalenl taxl "year" shall mean each 12 month period (or part thercof) from I April - 3l March during the Term save that the first year shall be from sigrature of this Agreernent until 3l March 2009. 2, Rights Granted IPL hereby grant to the Franchisee during the Term the o 15.7 This Agreement shall come into effect upon signature and shall.be for a period of [ ] years from signature includiig [ ] Seasons subject to termination or renewal as provided below (the "Term"). 15.8 The Franchisee will have the right to renew this Agteement for [an] additional period[s] of [ ] years including a further [ ] Seasons commencing on the expiry of the initial [ ] year period [and any subsequent [ ] year period following any renewall on condition that; (a) the Franchisee gives IPL written notice of such desire no more than 12 months nor not less than 6 months prior tolhe end ofthe initial [or any subsequent [ ]l year period; - (b) at the time such notice is given and up t9 the expiry of the.then current [ ] year period this Agreement is valid and subiisting and the Franchisee is not in breach of its obligations under this greementl (c) the Franchisee has pursuant to a deed of release waived all and any claims the Franchisee has or may have against IPL and/or BCCI in respect of this Agreement; (or longer (d) [the Franchisee undertakes to carry out at its own exp€nse within a period.of [ ] such period as may be specified by IPL) from the date of the notihcation of its requirements to the Franchisee, such works of renovation modernisation and refurbishment of the Ground as IPL specifies as may be necessary to bring the Ground up to the then_current standards ofthe Franchise Business and to comply with any relevant statutory or other requirements or regulations]; (e) the Franchisee agrees to any updating ofthis Agreement which is requested under Clause 3.3 and has executed such att updated agreement not less than 90 days prior to the expiry ofthe initial [ ] year period [and any subsequent [ ] yearperiod following any renewal' Ufiil the Franchisee be entitled to naltiple renewals?l l5.g Prior to any renewal of the Term under Clause 3.2 lPL reserves the right to update this Agreement in order to cotrform this Agreement with what is then its standard form franchise agreement relating to the League. 16. IPL Obligations 16.1 IpL agrees to stage the Competition in each year during the Team as contemplated by the Operational Rules. 16.2 IpL shall notiff the Franchisee of the provisions of any agreement with an IPL Parher which would affect the ability of the Franchisee to enter into any Commercial Agreement' 16.3 IPL agrees to respond to any request for its approval under this Agreement within 30 days. 16.4 IPL shall supply to the Franchise a copy of the Regulations and any amendments thereto. l7, The Franchisee's 0bligations The Franchise agrees to comply fully with the obligations set out in Schedule 3 throughout the Term unless otherwise sPecified' 18. Consideration 18.1 As consideration for the grant ofthe right to operate the Franchise the Franchisee shall pay to IPL an annual fee (the "Franchise Fee") which sum shall, where appropriate, be increased under clause 6.2 and which shall be paid as to [ ]% on [ ] and as to [ ]% on [ ] in each year ofthe Term save that in respect ofthe period from [ ] to [ ] the first [ ]% shall be paid on signature ofthis Agreement. For the first year the Franchise Fee shall be [ ] 18.2 If after the end of the second and/or each subsequent year the Gross Revenue in respect of that second and/or each subsequent year has increased when compared to the Gross Revenue for the immediately preceding year then the Franchise Fee which was payable in that second and/or subsequent year shall for the following year and any subsequent year (subject to further increase under this Clause) be increased by a percentage equal to the amount of such increase in Gross Revenue. By way of example: if the Gross Revenue in the fourth year is l0% higher than it was in the third year then the Franchise Fee payable rn the fifth year shall be 110%o of the Franchise Fee which was payable in such fourth year. For the avoidance ofdoubt under no circumstances shall the Franchise Fee decrease at any time. 18.3 Ifthe Franchisee wishes to exercise its right to renew the Term under Clause 3.2 then the Franchise Fee payable in the first year following such renewal shall be subject to the same increase as is provided by Clause 6.2. 18.4 Interest shall be payable on all sums due in accordance with this Agreement at the annual rate of four per cent (4%Q above the base rate of frelevant bankl until pa).rnent is received both before and after any judgment for it. 18.5 All monies paid to IPL under this Agreement shall become its sole property upon payment of the same and shall be deemed to be fully earned at the time of payment and shall not be refunded to the Franchisee under any circumstances. 18.6 All sums payable to IPL under this Agreement shall at the Franchisee's cost be paid in fcurrencyf free and clear of all deductions or withholdings unless the same are required by law in which case the Franchisee shall deliver to IPL as soon as practicable a certificate of the deduction and payment of such withholding tax from the relevant revenue authority. 18.7 All sums to be paid under this Agreement shall be paid together with any applicable VAT (or equivalent such tax) which may be chargeable thereon. 19. Advertising 19.1 In consideration of IPL accepting responsibility for national advertising to ensure general public recognition and acceptance ofthe Competition and the participating tearns, the Franchisee shall pay IPL within ten days after the expiration of each t I tlroughout the Term the sum of I l 19.2 IPL shall pay such amounts as it shall receive from the Franchisee and its Other Franchisees into a separate fund which will be held in trust for the Franchisee and the Other Franchisees and shall expend such funds in maintaining, administering, directing and preparing local regional and national advertising including television, radio, magazine and newspaper campaigns. Expenditure of the said funds by IPL shall be deemed satisfactory compliance with its promotional obligations hereunder, provided that if at any time IPL expends monies in excess of those standing to the credit of the fund such excess expendifure may be set off as a first charge against subsequent monies received by the fund. 19.3 The advertising fund shall be audited annually and IPL shall provide to the Franchisee an audited account of the income and exoenditure of the fund. 19.4 In addition to the contributions referred to in Clause 7 .7, the Franchisee will expend in aggregate, not less than I I per cent of its annual Gross Revenue on local advertising in the Territory including maintaining in local telephone and hade directories advertisements in the form and style prescribed by IPL. The Franchisee will not publish any other advertising material unless and until samples thereof have been submitted to IPL and the Franchisee has obtained the prior written approval of IPL to the use of such advertising materials. The Franchisee will immediately cease the use or display of any advertising material deemed inappropriate by IPL, upon receipt of a request from IPL so to do. 19.5 The Franchisee will co-operate with IPL and the Other Franchisees in any special advertising or sales promotion or other special activity. 20, BusinessUndertakings 20.1 The Franchisee covenants during the Term and for a period of 2 years following the termination of this Agreement for any reason, that it shall not and shall procure that each Franchise Group Company and Owner shall not whether on its or their own behalf or together with any other person, in any capacity whatsoever and whether directly or indirectly: (a) participate in, acquire, set up, engage in or render any services to, any Relevant Business in the Territory; (b) participate in, acquire, set up, engage in or render any services to, any Relevant Business outside of the Territory and within India; (c) employ or seek to employ any person who is employed, or at any time in the twelve month period prior to termination has been employed in a senior capacity by IPL or any of the Other Franchisees or otherwise directly or indirectly induce or seek to induce any such person to leave his or her employment. 20.2 The Franchisee warrants that none of the Franchisee Group Companies nor the Owners currently engages in any activity anywhere in the world which is similar to the Business and/or the Franchise and the Franchisee will inform IPL immediately if any Franchisee Group Company or Owner engages in such an activity. 20.3 "Relevant Business" shall mean any business which is the same as or similar to or which competes ln any way with the Business and/or the Franchise. 20.4 In the event of the termination of this Agreement for any reason and in order to protect IPL's intellectual property rights and reputation the Franchisee agrees to take the following action as regards the Franchise: (a) it will immediately cease its operation of the Franchise; (b) it will not at any time thereafter: (i) disclose or use any confidential information related to IPL, the League, the Champions Toumament, BCCI or any Other Franchisee acquired by the Franchisee during or as a result of this Agreement; (ii) make any use of the IPL Marks; (iiD purport to be a franchisee of or otherwise associated with IPL, the League and/or the Champions Toumament; (c) it will immediately pay all sums and amounts due to IPL under the terms of this Agreement or otherwise. 80 21. IntellectualProperty 2l.l IPL warrants to the Franchisee that it is entitled to grant to the Franchisee a license to use the IPL Marks in the proper performance by the Franchisee of this Agreement. IPL shall indemnify the Franchisee in respect of any loss suffered by the Franchisee which results from any actions taken against the Franchisee by a third party who claims that the Franchisee's use of the IPL Marks infringes such third party's rights. 21.2 The indemnity referred to in Clause 9.1 shall be conditional upon each of the following: (a) the Franchisee giving IPL notice as soon as practicable ofany event likely to give rise to any claim under this indemnity, such notice to specify in reasonable detail the nature ofthe relevant claim; (b) the Franchisee making no admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of IPL (such consent not to be unreasonably withheld or delayed); (c) the Franchisee using reasonable endeavours to mitigate its loss; (d) the Franchisee giving IPL and its professional advisers reasonable access to the personnel ofthe Franchisee and to any relevant assets, accounts, documents and records within the power of control ofthe Franchiiee and its professional advisers to examine such persons. assets, accounts, documents and records, and to take copies of the same, at its expense, for the purpose of assessing the merits of the relevant claim; and (e) subject to IPL indemnifying the Franchisee against any costs which may be incurred thereby, the Franchisee taking such action as IPL may request to avoid, dispute, resist, compromise or defend the relevant claim. 22. Sale ofFranchise 22.1 The Franchisee has no right to assign or delegate the performance ofany right or obligation under this Agreement. Ilowever, subject to obtaining IPL's prior written consent and subject to Clause 10.2 the Franchisee will have the right to sell the Franchise (but not part only of it) to any person subject to the remainder ofthis Clause 10. IPL undertakes to grant to a purchaser ofthe Franchise who is acceptable to IPL (the "Purchaser"), replacement agreements for this Agreement for such period as shall be agreed, such agreements to be in the form ofthe standard agreements offered by IPL to its Other Franchisees current at that time (the "Replacement Agreement"). 22.2 The conditions required to obtain IPL's written consent to the sale of the Franchise are as follows: (a) any proposed Purchaser (and any person who is controlled by or who controls the proposed Purchaser) shall meet IPL's standards with respect to suitability, business experience, financial status and ability and the Franchisee shall procure the delivery to IPL of all such information relating to the proposed Purchaser as shall enable IPL to determine whether such standards have been met; (b) the Franchisee will pay to IPL the aggregate sum of 5% of the purchase price of the Franchise (the "Purchase Price") on the completion ofthe sale thereof; (c) the Franchise must not be in breach of any obligations to IPL under the terms of this Agreement and all sums payable to IPL hereunder must be paid; (d) the sale must be completed in time to enable IPL to enter into the Replacement Agreement with the Purchaser before the expiry ofthis Agreement; (e) in respect of each and every proposed Purchaser's offer made to purchase the Franchise the Franchisee will submit to IPL a complete copy of the written purchase or sale offer (the "Purchase Offer") within 7 days of it being made together with such other information relating to the Purchaser as IPL may reasonably require. Ifthe sale price or any other significant term of the Purchase Offer is changed then the amended terms will constitute a new Purchase Offer which shall in accordance with this Clause 10.2 be submitted to IPL to be processed under this Clause 10.2 in place ofthe previous Purchase Offer; (0 within 15 days of completion of the sale of the Franchise the Franchisee shall deliver to IPL a letter from an independent firm of solicitors confirming that the purchase price paid for the Franchise accords with the details set out in the latest Purchase Offer delivered to IPL under clause 10.2(e). 23. Termination 23.1 Either party may terminate this Agreement with immediate effect by notice in writing if the other party has failed to remedy any remediable material breach of this Agreement within a period of 30 days of the receipt of a notice in writing requiring it to do so. 23.2 Either party may terminate this Agreement with immediate effect by wriften notice if the other party commits or permits an irremediable breach of this Agreement or if it is the subject of an Insolvency Event. 23.3 IPL may terminate this Agreement with immediate effect by written notice if: (a) there is a Change of Control ofthe Franchisee (whether direct or indirect) which IPL reasonably considers (i) might adversely affect the ability ofthe Franchisee to perform its obligations under this Agreement; or (ii) might have a material adverse effect upon the reputation or standing of the League, the Champions Tournament, IPL, BCCI, the Franchisee, the Team and/or the game of cricketl (b) the Franchisee transfers any material part ofits business or assets to any other person; (c) the Franchisee, any Franchisee Group Company and/or any of the Owners suffers from any adverse publicity of any kind which has a material adverse effect upon the reputation or standing of the League, the Champions Tournament, IPL, BCCI, the Franchisee, the Team and/or the game of cricket. 23.4 The termination of this Agreement for any reason will not terminate any provision which is expressly or by implication provided to come into or continue in force a.fter such termination and will be without prejudice to the accrued rights and liabilities and other remedies of the parties to this Agreement. 23.5 The termination of this Agreement for any reason shall be without prejudice to any rights and obligations in respect of any period after such termination and shall also be without prejudice to the rights and obligations of either party against the other in respect of any antecedent breach of any of the terms and conditions hereof. 23.6 On the termination of this Agreement for any reason IPL may set off against and deduct from any money which would otherwise be payable or owing by IPL to the Franchisee under this Agreement all moneys, debts or liabilities due or owing by the Franchisee to IPL unless and until the Franchisee has satisfied the same and IPL shall be entitled to retain any moneys or amounts so deducted for its own absolute benefit.dfd 82 23.7 An "Insolvency Event" shall occur in respect of a parry to this Agreement if: (a) that party is deemed unable to pay its debts within the meaning of lrelevant legislationl (b) any petition is presented or any demand under frelevant legislation) is served on that pafiy or an order is made or resolution passed for the winding up of that parfy or a notice is issued convening a meeting for the purpose of passing any such resolution; (c) any petition is presented for an administration order or any notice of the appointment or of intention to appoint an administrator of that parfy is filed in court or an administration order or interim order is made in relation to that party; (d) any adminishative or other receiver or manager is appointed of that pafiy or of all any part of its assets and/or undertaking within the meaning of frelevant legislation) or any other step is taken to enforce any encumbrances over all or any part ofthe assets and/or undertaking ofthat party; (e) any step is taken, or any negotiations are commenced, by that party or its directors, with a view to proposing any kind of composition, compromise or arrangement involving the company and any of its creditors, including but not limited to a voluntary arrangement wtder frelevant legislation] or anlthing similar occurs under any analogous legislation anywhere in the world. 23.8 For the purposes of this Agreement "Control" means in relation to a Franchisee the direct or indirect power ofa person to secure that the Franchisee's affairs are conducted in accordance with the wishes of that person: (a) by means ofthe holding ofshares or the possession ofvoting power in or in relation to the Franchisee or any other company; or (b) by virtue ofany powers conferred on such person by the Articles ofAssociation ofthe Franchisee or any other company or any other constitutional documents relating to either of them; or (c) by virtue ofany contractual arrangement and a "Change of Control" shall occur ifa person who Controls the Franchisee ceases to do so or ifanother person acquires control ofit. 24. Entire Agreement 24.1 This Agreement, constitutes the entire agreement between the parties in relation to the Franchise and supersedes any negotiations or prior agreements on the subject matter hereof and: (a) both parties confirm that the whole ofthe negotiations and intentions have been included herein within the context of this Agreement and express clearly the parties' requirements; (b) there are no warranties representations or other matters relied upon by either party causing its signature of this Agreement which have not been satisfied herein; (c) nothing in this Agreement shall seek to exclude any liability for fraudulent misrepresentation. 24.2 All or any financial information relating to the operation of the Franchise including without limitatron forecasts, budgets, performance ratios and cash flow projections provided to the Franchisee by or on IPL's behalf or by any of IPL's employees or agents, whether before the signing hereof (including 83 without limitation in or related to the Tender Document) or during the continuation of this Agreement, is provided on the basis that such information is for the Franchisee's guidance only and in no way shall be heated by the Franchisee as a warranty, representation or guarantee and the Franchisee hereby acknowledge that the Franchisee have not and will not rely upon such financial information. 24.3 Except in the case of fraudulent misrepresentation, the only remedy available in respect of any misrepresentation or untrue statement made to either the Franchisee or IPL shall be a claim for breach of contract. 25. Warranties, Undertaking and Disclosure 25.1 The Franchisee acknowledges that it alone will carry the risk of carrying on the Franchise and that no gua.rantee or wa.rranty is given by or on behalf of IPL as to the accuracy or suitability of any information provided to it. 25.2 Each party wanants that it has taken full legal advice on this Agreement prior to its execution and that it has and will throughout the Term continue to have full authority to enter into this Agreement and undertake all ofits obligations hereunder. 25.3 The Franchise warrants that all information, documents and contracts provided to IPL pursuant to the Franchisee's obligations under this Agreement (including without limitation Schedule 3) are true and accurate in all respects and not misleading in any respect and contain all information which is relevant in connection with the information, document or contract being so provided. 25.4 IPL warrants that it has and will throughout the Term continue to have full authorify to enter into this Agreement and undertake all of its obligations hereunder. 26. Force Majeure 26.1 If either party is totally or partially prevented or delayed in the performance of any of it^s obligations under this AgKiernent by an evenfof force m{eure and if such party gives written notice thereof to theother party specifiing the matters constituting the went of force majeure the party so prwented or delayed shall, subjec! to theprovisions of Clause 14.2,b orcused the performance of the affected obligation as from the date of such notice for so long as such cause or delay shall oontinue. 26j If any notice is given urder Clause 14. 1 , both parties shall atternpt (so far as_reasonably_ within their power) to mitigate the effect of the matters referred to in such notice and" in particular, but without limitation, shall endeavour to agree a solution to the consequences ofthe matters constituting force m4ieure. 26.3 If after 30 days from ttre date of notice beinggivar pursuant to Clause 14.1 the forcemajeure event is still continuing and is in respect of a material obligation under this Agrwnen!lhe party who is nol affected by the force me$eure went ihall have the right to terminate this Agreernerit with immediate effect. If such notice is not served within 28 days of the o 26.4 For the purpose of this agreunent the term "force majeure" shall be deened to include any cause affecting the perfomrbnce of this Agreonort arising from or attributable to acts, events, non-happenirgs, omissions or acciilents beyond the rcasonable control of the party affected including without limitation, strikes, lock-outs or other industrial action, tenorist action or tlrreat thereot civil commotion, invasion, war, thrcat or preparation for war, fire, oplosion, storm, flood, earthquake, epidonic and any legislation, regulation or ruling of any govenrment, cout or other such competent authority. 26.5 The provisions of this Clause shall not er 27.1 All the rights granted to the Franchisee in this Agreement are personal to the Franchisee and the Franchisee will have no right to assign this Ageement or to sub-contract or otherwise delegate the Franchisee's obligations under it without IPL's prior written consent. 27.2 IPL may assigr, transfer or novate this Agreernmt and all rights under it to any other party at any time and shall inform the Franchisee thereof in writine within a reasonable time thereafter. 28. Indemnity The Franchisee agrees and undertakes fully and effectively to indemni$ and keep indemnified IPL and BCCI before and after the expiry or termination of this Agreement for any reason from and against all costs, claims, demands, liabilities, expenses, damages or losses (including consequential losses and loss of profit, and all interest, penalties and legal and other professional costs and expenses) which IPL or BCCI may at any time incur as a result of any breach of this Agreement and the operation of the Franchise by the Franchisee, save in the latter case insofar as where this arises from IPL's negligence, default or breach ofconhact. 29. Notices Any notice (the "Notice") required to be given for the purposes of this Agreement shall be given by sending the same by pre-paid first class post, fa,x, or by delivering the same by hand to the relevant address shown in this Agreement or such other address as shall have been notified (in accordance with this Clause) by the party concerned as being its address for the purposes of this Clause. Any Notice so sent by post shall be deemed to have been served 4 days after posting and in proving this service it shall be sufficient proof that the Notice was properly addressed and stamped and put into the post. Any Notice sent by fax shall be deemed to have been served on the next business day following the date ofdespatch thereof. Any Notice delivered by hand shall be deemed to have been served when physically delivered to the relevant address. 30. General 30.1 Nothing in this Agreement will be construed as making one party an agent, partner, employee or representative of any other or making the parties joint venturers. 30.2 No party will have any authority to bind the other and will not pledge the credit nor represent itself as being the other party's, partner, employee or representative and will not hold itselfout to any third party as such nor as having any power or authority to incur any obligation ofany nature express or implied on behalf ofthe other party. 30.3 The Franchisee acknowledges that IPL has no knowledge of how the Franchise will perform in the Territory and makes no representation in respect of that and that IPL does not give any guarantee or warranty with regard to any aspect of the Franchise under this Agreement. 30.4 The Franchisee agees that it shall have no rights, claims or remedies of any kind whatsoever against BCCI arising out of or otherwise connected with this Agreement. [To be included d BCCI not a party] 30.5 All rights and licences not specifically and expressly ganted to and conferred upon the Franchisee by this Agreement in respect ofthe League are for all purposes reserved to IPL. 30.6 No variation of this Agreement will be effective unless it is in writing and signed by or on behalf of the parties. 30.7 Each of the provisions contained in this Agreement is considered reasonable by the parties and each 85 Clause and sub-Clause will be construed as independent ofevery other provision. Ifany provision ofthis Agreement is determined to be illegal, invalid or otherwise unenforceable, then insofar as is possible it shall be deemed amended so as to be enforceable and whether or not such amendment is possible the remainder of the Agreement will continue in force and shall not be affected by the invalidity of any such provision. 30.8 Where this Agreement is signed on different dates then it shall take effect on the later date. 30.9 The failure to exercise a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. A waiver of a breach of any of the terms of this Agreement does not constitute a waiver of any other breach or default and shall not affect the other terms of this Agreement. 30.10 References to a "person" shall include an individual, corporatioq unincorporated association, firm or any other entity and references to the termination of this Agreement shall include its termination for any rearon or expiration. 30.11 In this Agreement of which the Recitals and Schedules form part, unless the context clearly indicates another intention, a reference to: (a) any gender includes other genders; (b) the singular includes the plural and vice versa. 31. Governing Law and Dispute Resolution 3 l. I This Agreement shall be governed by, and construed in accordance with Indian law. 31.2 If any dispute arises under this Agreement which cannot otherwise be amicably resolved between the parties, such dispute shall be submitted to arbitration and conclusively resolved by a single arbitrator appointed by mutual consent. Both parties shall share equally the costs, fees and other expenses of the single arbitrator appointed by them in accordance with The Arbitration and Conciliation Act, 1996, or any statutory modification or re-enactment then in effect. 31.3 The venue for arbihation shall be Mumbai and the arbitration shall be conducted in the English language. 31.4 The decision ofthe arbitrator/tribunal shall be in writing and shall be final and binding upon the parties. Each party shall bear its own lawyers fees and charges and shall pay one halfofthe costs and expenses of such arbitration, subject always to the final award ofthe Arbitrator/Tribunal as to costs. 31.5 Subject to the above, the competent courts of Mumbai alone shall have exclusive jurisdiction to try and dispose of any matter arising out of or in relation to these presents. 31.6 Each of the parties hereby acknowledges and agrees that its failure to participate in arbitration proceedings in any respect, or, to comply with any request, order or direction ofthe arbitrator, shall not preclude the arbitrator proceeding with such arbitration and/or making a valid final award. 32. Guarantee The following provisions shall be effective if there is a guarantor as a party to this Agreement but in the absence of any such guarantor they shall have no force or effect. 32.1 In consideration ofIPL granting to the Franchisee the rights under this Agreement, the Guarantor hereby unconditionally and irrevocably guarantees by way of a continuing guarantee the due and prompt performance by the Franchisee of all of its payment obligations under this Agreement (the "Guaranteed 86 Obligations"). 32.2 This guarantee shall extend to the costs and expenses (including legal expenses) incurred by IPL in enforcing this guarantee and/or in taking action for the due performance by the Franchisee of any of its obligations under this Agreement. 32.3 The terms of this guarantee (which is and will remain a continuing security for the due performance of the Guaranteed Obligations): (a) constitute direct, primary and unconditional obligations to perform on demand any Guaranteed Obligation; and (b) may be enforced without first having taken any prloceedings against the Franchisee. 32.4 As a separate stipulation the Guarantor agrees that the Guaranteed Obligations exist irrespective ofthe total or partial invalidity of any obligation to IPL owed by the Franchisee or any legal limitation, disability or incapacity of the Franchisee or the Guarantor. If IPL brings proceedings against the Franchisee then the Guarantor shall be bound by any findings of fact, interim or final award or judgement made by an artitrator or the court in such proceedings provided that the Guarantor is made a party to such proceedings. 32.5 This guarantee and IPL's rights under it shall not be affected or prejudiced by IPL taking or holding any other further security or indemnities in respect of any of the Guaranteed Obligations, or by it varying releasing or omitting or neglecting to enforce the terms of this Agreement or any time or indulgence given by it, or by the insolvency of the Franchisee, the Guarantor or any of Franchisee Group Company or by any other act, fact or circumstances which (apart from this prwision) would or might reduce or discharge the liability of the Guarantor under this guarantee. 32.6 As a separate and independent stipulation the Guarantor agrees that if any sum arising or purportedly arising under the guarantee and indemnities contained in this Clause is not or would not be recoverable on the footing ofa guarantee or indemnity for any reason whatsoever, whether or not knorvn to IPI, such sum will nevertheless be recoverable from the Guarantor as a sole principal debtor and will be paid by the Guarantor to IPL on demand. 32.7 The Guarantor acknowledges that this Agreement shall not operate to grant it any rights over IPLMarks. 32.8 Notwithstanding the foregoing the Guarantor shall have the same rights (if any) to withhold any palment under this guarantee as are enjoyed by the Franchisee. 32.9 The Guarantor shall have no right to terminate this Agreernent and acknowledges that IPL's obligations in this Agreement are given for the benelit of the Franchisee alone and that it shall have no rights or remedies ofany kind in respect of such obligations. AS WTINESS whereof the parties or their duly authorised representatives have sigred this Agreonent on the date shown below. 2001 I For and on behalfof IBCCVTIIE INDIAN PREMIER LEAGTIE] Name: SCTIEDTILE T The IPLMarks SCTIEDULE2 Form of Plaver Contract SCIMDULE3 Franchise Obligations In order to maintain uniform high standards of the Business and to protect the reputation of the League, the to operate the Champions Toumament, IPL, BCCI and the gune of cricket the Franchisee hereby _agrees Franchise at all times in accordance with the Regulations and in such manner as shall ensure that the Team as coltemp-lqled py participates in the League and" if it qualifies for it, the Champions Toumament the . _ bperatiional Rules and-ihis Agreernent. In addition, the Franchisee shall comply with the following specific obliptions: l. Establishment of Franchise The Franchisee agr€es as follows: (a) to take all such steps as shall be necessary to establish a-Squadgflo more than 16 Players in order to participati in the League and, if the Teamqualifies fo.r i! the.Champions. Toumament (it being anticipatdd that the first Match of the 2008 Season shall take place in April 2008) and in this regard the Franchisee shall ; (D participate in good faith in the Player Bidding Process as contemplated in this Agreement and the Tender Docwnent; (iD upon successfully Bidding for any player(s) enter into good failh negotiations with each such plaver (and/or his agent) and use best endeavours to enter into an agreanmt with each such blayer on the termiof the Player Contract within 30 days of any such successful bid (it being'acknowledged that the only provisions of the_Playing Contmct which may be a-e.rdJd by the Frinchisee or the relwant player are the Commercial Tems); (iiD if any player for whom the Franchisee has lodged a successful Bid has an agart working on fact be disclosed as part of the Player Bidding Process) then his Uelialf lwtrich will __ player Franchisee shall immediately upon signahre of a Player Contract witll such the . enter into an Agency Contract with such agent with the consideration payable thereunder being as disclosed in the Player Biddirg Process; Calcutta or Bangalore.t!9t (iv) if the Franchisee operates the Franchise in Mumbai, tl9 . Franchise will be bbliged to enter into a Player Contract with Sachin Tendulkar (in the case of Mumbai), Sourav Ganguly (in the case of Calcutta) or Rahul Dravid (in the case of Bangalore) and the fee and otherbenefits p,ayable to_such player shal.l at all times be not lessihan the highest fee and the best benefits payable to any other Player; and 89 (v) keep IPL informed on a regular basis and promptly upon request as to the status ofany of the abovementioned negotiations; (b) to enter into such other agreonents or arrangsnents as shall be necessary to establish the Franchise and to ensure the participation ofthe Team in the League as contemplated by the Operational Rules including without limitation: additional staffwhich are necessary pflp9rly t9 operate the Franchise 1q' . the hiring ofatl including a Coach, physiotherapist and any other medical staff; (iD leasing and/or acquiring all necessary premises and equipment (including without limitation sufficient access io and use of the Ground for all home Matches and access to and use of all necessary training and other facilities). 2. Operational The Franchisee agrees: (a) that it shall only enter into any agreement or arrangement with.any.Player pursuant to a Player Contract and, subject as expressly provided in paragraph l(a)(ii) above no amendments to the Player Contract shall be made without IPL's written approval; (b) that it shall not seek to amend any of the terms of the Agency Conhact; (c) to provide IPL with a copy of each Player Contract and Agency Contract within 2 days of it being entered into by the relevant Player and Agent; (d) not to breach the obligations relating to the Player salaries as set out in the Operational Rules including in respect of the minimum sums payable to Players; (e) to notiff IPL ofthe proposed name ofthe Team together with the colour and other specification of the proiosed Team ilothing and any Team logo or other such mark within 30 days ofsignature of this Agieement for prior written approval by IPL (such approval not to be unreasonably withheld) and not to make any changes to any of the foregoing without the prior written approval of IPL; (0 not to enter into, renew and/or vary the terms of any Commercial_Agreement without the prior written approval of IPL (such approval not to be unreasonably withheld) and to provide IPL with a copy of each Commercial Agreements within [5] days of its signature; (g) not to enter into any arrangement or agleement of any kind (inclt'ding without limitation any Commercial Agreement) oi otherwise grant to any person any rights which is/are in any way inconsistent wiih the rights granted to any IPL Partner from time to time as notified to the Franchisee under Clause 4.2; (h) not to enter into any agreement or arrangement whereby any person acquires any Broadcast Rights; (i) not to grant to any person any rights of any kind in respect of IPL, the IPL Marks, BCCI, the League and/or the Champions Tournament; C) to ensure that all tickets for home Matches include the restrictions set out in the Operational Rules; 90 o IPL (k) to ensure that all IPL Partners are allowed to exercise all of the rights granted to them by insofar as such rights have been notified to the Franchisee and relate to the Team, the Squad and/oranyMatchesinvolvingtheTeamincludingwithoutlimitation: (i) by allowing all accredited broadcasters and other media representatives to have access to uttd on their intended activities at the Ground and any other relevant facilities; "*ry (ii) by ensuring the proper display of any advertising at the Ground whether in the form of advertising boards, virtual advertising or otherwise; (iiD by ensuring that any interviews with Players or the Coach take place in such a way as to ensure that delivery to such IPL Partneri of any contracted exposure or other benefits of any kind; (iu) by ensuring sufficient access to Players and the coach both for pre and post Match interviews and generally during the course ofthe Season; (D to operate the Franchise and to manage the Team in accordance with all Legal Requirements practice which may be iilfti;t as regards health and safety)-and not to eng^age in any activity or i"*o"utiy antiiipated to result in public criticism ofor to reflect badly on IPL, the League, the Champions Toumament, BCCI, the Business and/or the game of cricket; (m) to maintain the highest standards in all matters connected with the Franchise; (n) to carry on the Franchise diligently; (o) to maintain adequate staffing levels at all times for the proper performance of the Franchisee's obligations under this Agreement. 3. The Ground The Franchise agrees during each Season: o (a) to ensure that the Ground is available at all relevant times for the staging of Matches; (b) to keep the Ground in a good state ofrepair; by IPL; (c) to stage home Matches only at the Crround unless otherwise approved in writing including (d) to be responsible for all aspects in relation to.the staging_of the Team's home Matches without limitation stewarding, policing, security and health and safety requirements; (e) to permit IpL and/or its agent on reasonable notice to visit the Ground so as to ensure that the and standards associated with tL" L"ugu. and the Business are being achieved maintained. Reporting version of a business (a)\*/ On signature of this Agreement the_ Francl-rjsee shall provide. IPL with a final ;I.";?ililg to the iniiiat 12 months'trading of the Franchise and the Franchisee shall thereafter provide Ipiwith a subsequent business plan not less than 30 days prior to each subsequent 12 month Period during the Term' tfe (b) The Franchisee shall notifu IPL in writing^ of all substantial customer complaints abgut the Franchise received by the Fianchisee within forry eight (48) hours ofthe Franchisee receiving same' o l (c) The Franchisee agrees to provide IPL with monthly management accounts. (d) The Franchise shall keep IPL informed of market developments in the Territory and of any material plans or development in the Franchise. Website The Franchisee may, during the Term, have its own website on the internet to advertise and promote the Franchise which may feature the IPL Marks subject to the Franchisee complying with the following: (a) it must first obtain IPL's prior written approval for its domain name and for the form and content of its website before it is used on the internet so that IPL can maintain the common identity of the Franchisee network; (b) it will not use any of the IPL Marks or similar words as part of its domain name; (c) it must ensure there is a hyperlink to IPL's website; (d) it must own any such domain name, and must not assign ownership of the domain name to any third party; (e) it must obtain all copyrights on the website; (0 it will fully indemnifu IPL against all and any claims made against IPL relating to such website. Accounts (a) The Franchisee will maintain during the Term and for the period of 3 years thereafter proper books of account relating to the Franchise and will supply IPL within 90 days after the end of each financial year with a certified copy of the audited profit and loss accounts and balance sheet of the Franchise and such other accounting and financial information relating to it as we may reasonably require. o (b) IPL or its auditor or authorised representative shall during the Term and for the period of 3 years thereafter be entitled on reasonable notice to inspect and audit the Franchisee's books ofaccount and all supporting documentation relating to the Franchise. (c) If the audit referred to in paragraph (b) above (or any other periodic inspection not being a full audit) shows that any financial matter is incorrect, the Franchisee undertakes to promptly rectify the defect in the amount accounted for and/or the accounting system defect as the case may be. IPL shall bear the costs of any audit unless it reveals an underpayment of 5Yo or more in which case the Franchisee shall bear such costs. 7. Insurance (a) The Franchisee will at its own expense obtain and maintain properfy, public liability, employees' liability and such other insurance as are appropriate for the Franchise (being not less than five million dollars (US $5,000,000) per claim). ft) The Franchisee will from time to time furnish to IPL on its request with copies of all such insurance policies and evidence that all premiums due have been paid. The Franchisee will procure the entry of a note on all such policies that the insurer will noti$ IPL in the event ofa late payment of any premium in respect thereof by the Franchise' (c) The Franchisee will not cause or permit to subsist any circumstance which may constitute a 92 breach of any insurance policy maintained pursuant to this Agreement' (d) The Franchise shall ensure that it has all necessary employer's liability and/or medical insurance in connection with its employment of the Players' Intellectual Property (a) As and when required by IPL, the Franchisee will enter into a licence relating to the IPI , Marks and/or IPL's other intellectual property rights in the form ofIPL's then current standard licence. Where required by IPL the Franchisee will also join with IPL at its own cost and expense in making any application or applications to record this and our then current standard licence at such Tradel{ark n|gistry or other appropriate office as required or as is desirable according to any Legal Requirements and conform to the terms of such licence. (b) The Franchisee shall in all representations ofthe IPL Marks append in a manner approved by IPL such inscriptions as are usual or proper for indicating that the Marks are uffegistered or registered as the case maY be. (c) The Franchise will render to IPL all reasonable assistance to enable IPL to obtain registration in any part of the world of any of the IPL Marks. (d) The Franchisee shall, if and when required to do so by IPL, place any and all of the IPL Marks upon all letter headings, bills, invoices and other documents and literature used in connection with the Franchise to indicate that the Team is part of the Competition. (e) The Franchisee agrees that all goodwill in the Leagug bglongs_to_ IPL and that any additional goodwill generated from the use or exploitation of the IPL Marks belongs to IPL. (f) In no circumstances will the Franchisee apply for registration.as proprietor of any of the IPL Marks in any part of the world, but if at any time the Franchisee is deemed in law to be the proprietor of any of the same or if for any other reason IPL will so request, the Franchisee will at ipi,, make in its own name or jointly with IPL, and proceed with, such applicationsas IpL may"*p".rr. direct and do all such acts and things and execute all such documents necessary for o obtaining registration thereof and the Franchisee will then promptly assign such registration and all other rights in such trade mark to IPL. (g) The Franchisee acknowledges that the goodwill and all other rights in, associated with and arising from the use of the IPL Marks vest absolutely in IPL and that it is the intention of the parties that all such rights will at all times herealter and for all puposes remain vested in IPL and in the event that any siuch rights at any time accrue to the Franchisee by operation of law or otherwise the Franchisee will at its own expense forthwith on our request do all such acts and things and execute all such documents as we will deem necessary to vest such rights absolutely in IPL' ft) The Franchisee shall not use the name "Indian Premier League" or "IPL" or any name resembling them as part of its name, either during or after termination or expiration of the Term.. (D IpL reserves the right to substitute, add to and./or withdraw those trade marks and other indicia which comprise th; IPL Marks at the date of this Agreement if the present IPL Marks can no longer be uied or if IPL, in its sole discretion, determines that substitution of different marks will be Seneficial to the Business. In such circumstances, the use of substituted marks will be governed by the terms of this Agreement. The Franchisee will be responsible for all costs associated with changing the substituted Marks. 0) The Franchisee will, as soon as it becomes aware thereof, give IPL in writing full particulars of any action which amounts or might amount either to infringement of IPL's rights in relation to the IPL Marks to passing-off but will take no other action against the infringer except such reasonable action in connection therewith as may be consistent with the Franchisee's rights as granted by this Agreement and as IPL may direct at its expense (it beilg acknowledged that any iction in iespect of any infringement of the IPL Marks will be taken at IPL's discretion). 9. General The Franchise agtees: (a) not without first obtaining IPL's prior written consent to charge, pledge, grant any security over_or otherwise encumber the Franchise or any of the rights granted to the Franchisee hereunder whether or not such encumbrance is inthe ordinary course ofbusiness; (b) to inform IPL in writing not less than 60 days before any changg of control of the Franchisee (whether direct or indirect) or disposal ofany material part ofthe Franchisee's business or assets takes effect. SCIIEDTJI,E4 Agency Contract SCIIEDTJI,E 5 Player Bidding Process Once franchises have been awarded in respect of all teams who will participate in the League and"_ if appropriare, the Chanpions Toumament (inilFlly. p:iry gtglttl t!9n sr19h franchisees will be prwided viiift u O*ui"*t (the "i'layer Bid Documenf) which includes a list of international cricketers available to;uch franchids for their respective teams together with the minimum annual salary payable to such players and the terms agreed with any agent of such players (where applicable). 2. Franchisees will be invited to submit closed Bids for such players to reach BCCI within [ ] days of receiving the Player Bid Document. Within [ ] day s of the o J. Once submitted Bids may not revoked or otherwise withdrawn. Bids constitute an irrevocable offer to proceed to negotiate wiih any players in respect of which the franchisee has successfully Bid as bontemplated by paragmph I of Schedule 3. 94 I I I D D INDIAN PREMIER LEAGTM PLAYING CONTRACT AN AGREEMENT made on ldate) between: (i) ] whose principal place ofbusiness ls at I (the "CIub"); and a professional cricketer (the (2) t lofl ] "Player") IT IS AGREED as follows: 1 Conditions this Agreement (excluding this clause I ) are conditional upon the following: I . 1 The obligations of the club under that he is physically andior (a) the player passing, to the Club's reasonable satisfaction, an assessment "of at the start of each Contracted mentally discharging his obligations under this Agreement "upult" the Champions Tournament The Player Season and, ii ttre t"u111 hai q-ualified for it, at the start of the above capability by a qualified hereby consents to undergo any assessment necessary to establish to the Club of any past medical' doctor appointed by the Club ior this purpose and agrees to the release psychiatiic and/or dental records' which are only to be used for this purpose; in India (or any other relevant terrrtory) (b) the player remaining entitled during the Term to play for the Team relevant Champions Toumament for for the duration of Jach League und in th" territory which stages any the duration ofsuch toumament' and 95 (c) the Player providing an NOC at the start of each Contracted Season' Agreement with immediate 1.2 If the above conditions are not satisfied then the Club shall be entitled to terminate this effect without having to make any payment of any kind to the Player whether by way of compensation, in lieu of notice or otherwise and, in such circumstances, ifand to the extent that the Club has made payment to the Player under paragraphs 1 and 2 ofPart I ofschedule I in relation to any League or Champions Toumament in respect of which the conditions have not been satisfied then the Player shall be obliged to reimburse such payment to the Club within 30 days of the date of such failure. otherwise, the I.i Ifthe Club chooses not to terminate this Agreement under Clause 1.2 then, unless the Club decides Club,s obligations under this Agreement shall be suspended until such time as the relevant conditions are satisfied 2 Appointment The Club hereby engages the Player as a professional cricketer on the terms and conditions ofthis Agreement. 3 Remuneration 1 I For the J.t The Club shall pay and provide to the Player the Player Fee and benefits set out in Part of Schedule . avoidance of doubt the payment of bonuses is discretionary and if the Club pays the Player a bonus tn any one year, this shall not give rise to a contractual entitlement to a bonus in future years. 3.2 Schedule I includes all remuneration and benefits to which the Player is or may be entitled under this Agreement Club is obliged to deduct or 3.3 The sums set out in Schedule 1 shall be paid to the Player free of all taxes unless the Player' withhold any such taxes in which case a certificate for the deduction of such tax shall be issued to the 4 Player's Obligations 4.1 The Player shall during each Contracted Season: (a) play, ifselected, in any Match whether in India or abroad; (b) attend any Match, ifnot selected, ifdirected to do so by the Club; (c) comply with and agree to submit to and be subject to the Regulations; (d) use his best endeavours to maintain his form and health so as to be available for selection for Matches, (e) attend all training sessions and meetings as arranged by the Club; (0 play Matches and train to the best of his ability and maintain the highest possible performance and fitness Team and standards and in so doing shall obey the lawful and reasonable directions ofthe captain ofthe the Coach: (g) comply fulty with every reasonable instruction and direction given by or on behalfofthe Board or by any person authorised bY the Board; (h) be available at all times and venues for any Match, or for any of the Club's social, communtty, promotional or charitable duties; (i) and throughout the rest of the Term conduct himself at all times, both on and off the field in a manner which wili uphold the good reputation of the Club, IPL, BCCI the League, the Champions Toumament and the game ofcricket; 96 0) and throughout the rest of the Term comply with the provisions of any policy of insurance whether taken out by the Club or IPL the terms of which have been notified to him and will not do anything knowingly which will cause to be void or voidable or invoke any exclusion ofhis cover in any such insurance policy ; (k) play solely for the Club in respect of the League and, if the Team has qualified for it, the Champions Toumament; 0) submit promptly to such medical and dental examinations as the Club may reasonably require and will undergo such treatment as may be prescribed by the medical or dental advisers ofthe Club or the Club's lnsurers; (m) keep the Club informed in writing of any agreement or arrangement whereby any person is granted any right or interest ofany kind with regard to the Player ldentification; (n) undertake such other duties and participate in such other activities as are consistent with the performance ofhis duties under this Agreement and as are reasonably required ofhim by the CIub; (o) on termination of this Agreement retum to the Club in a reasonable and proper condition any property (including any car) which has been provided or made available to him by the Club in connection with this Agreement. 4.2 The Player agrees that he will not during each Contracted Season: (a) and throughout the Term be guitty ofany conduct (whether by way ofany action or omission or otherwise) which will bring himself, the Club, the game of cricket, the League, the Champions Tournament, IPL or - BCCI into disrepute including without limitation: (i) or anv other financial speculation or being involved in anv of the J#i; ::$:ilii :'#',;ilTi'", (iD attempting to affect the result of any Match (other than as a result of the proper performance of this Agreement); (iiD receiving or providing any form ofbenefit ofany kind in relation to a Match; (iv) using any Match tickets other than in accordance with their terms and conditions, (b) except in the case of emergency, anange or undergo any medical treatment without first giving the Club proper details of the proposed treatment and proposed medical practitioner and requesting the Club's permission (which shall not be unreasonably withheld); (c) engage in any sport, activity or practice that might endanger his fitness, health or ability to comply with his (d) not incur any debt or charge on behalfofthe Club. i 5 Sponsorship, Media and Promotional Activities 5.1 The player hereby grants to the Club (for the benefit ofboth the Club and IPL with the right for the Club and IPL to subJicense such rights) the right during the Term to; (a) photograph the Player both individually and as a member ofthe Squad; (b) film, televise, photograph, identifli and otherwise record the Player and his performance during the Matches and periods ancillary thereto, including training and press conferences, under the conditions set down from time to time by the Club and/or IPL; 9'7 (c) use the Player Identification for commercial purposes Matches, the League, in each case in connection with the promotion (through any Media) of the Club, IPL, BCCI, the champions Toumament and the commercial interests of each of them (whether by way of sponsorship' or otherwise), and/or as part ofany broadcast iby any Media), supplier relationships, merchandising arrangements o, iriitorical records or publications ofor conceming any ofthem, provided that such use shall not be so as in such to"u.r"nt imply any individual endorsement by the Player ofany broadcaster, sponsor, or supplier and accordingly the player Identification will normally be used with not less than two other players from the Club, the"ir"u-rt-"", League or the Champions Toumament as the case may be' IPL and comply with all 5.2 The player agrees during the Term to assist and co-operate with the Club and/or to promotional benefits .ruronubl" re{uests to asiist the Club Partners and IPL Partners to maximise their respective (10) appearances from their association with the Club and/or IPL including without limitation by making ten as are durlng each contracted season and by the granting of such interviews and photographic opportunities requested by the Club and/or IPL and the Club Marks is vested ).J The player agrees and acknowledges that all right, title and interest in the IPL Marks any kind of interest in in IpL and th; Club respectively and that he has no interest of any kind and shall not assert the same at any time, both during and after the termination of this Agreement as at the date hereof or when on 5.4 Except to the extent of any commitments already entered into by the Player intemational duty in relation to the Player's national cricket team he shall not (without the written consent ofthe the Player Identification in Club) at any tim; during the Term do anything to promote, endorse or otherwise exploit or Partner. any way which would conflict with any arrangement entered into with a Club Partner IPL any third party undertake 5.5 The player shall not during the Term either on his own behalf or with or through or exploit the Player Identification in connection with the Club, the League, the IPL, the 'championspromoti;nal activities Toumament and through any Media nor grant the right to do so to any third party. 5.4 and 5.5) and the Regulations, be 5.6 The player shall, subject to the terms ofthis Agreement (including Clauses entitled: (a) during each Contracted Season, to exploit the Player Identification so long as the Player gives reasonable advance notice to the Club of any intended promotional activities or exploitation and obtains the Club's prior wlitten consent (not to be uffeasonably withheld); and (b) outside each Contracted Season to exploit the Player Identification without the Club's consent provided that the period of such exploitation does not include any Contracted Season. consent (which shall not be unreasonably 5.7 The player agrees that he will not without the Club's prior written withheld during each Contracted Season): .(a) be accredited or act as ajoumalist or in any other capacity for any Media; understandings (b) provide exclusive interviews or commentaries or enter into any contractual arrangements or any element ofthe as a result ofwhich he agrees to provide exclusive interviews with or appearances on Media. 5.8 The Player agrees as follows during each Contracted Season: Match) but where he does (a) he may communicate directly with the Media (for example immediately after a so he shall: fellow Squad (i) make every effort to project the best possible image of the club, the Player, his members. IPL, BCCI, the League and the Champions Toumament; 98 (ii) not disclose any information to the Media or to any other person which may prove damaging or which will or might adversely affect the reputation or standing of the Player, any other Squad member, the Club, the League, the Champions Toumament, IPL, BCCI or the game of cricket; and (iii) not refer to any company or other commercial organisation unless he has obtained the Club's express pnor apProval. (b) if so requested by the Club (or an IPL authorised person) he agrees to attend and give at least one press conference or interview: (D prior to any Match provided that the request is reasonable, (ii) after any Match; and (iiD at any other mutually agreed time. 5.9 The Player assigns to the Club (for the benefit of the Club and/or IPL) the entire copyright and all other rights of any kind (including without limitation performer's rights): (a) in the Player's performances and appearances during each Match and/or any training during each Contracted Season; (b) in respect ofany appearance made by the Player in the performance ofthis Agreement; and (c) in respect ofand any use ofthe Player Identification by the Club or IPL or otherwise as contemplated by this Agreement. 5.10 Upon any request by the Club the Player agrees (for no charge) to execute such documents and do such acts as may be necessary to give full effect to the terms of this Agreement including without limitation 5.9 above. 5.1 1 To the fullest extent allowable by law the Player waives all moral rights (if any) in relation to his performance of this Agreement without limitation his participation in any Matches to which he is or may become entitled under the laws of any country. 6 Team Clothing 6.1 At all times when he is performing this Agreement including at Match venues, in all Matches, pre-Match warm ups, award ceremonies, photo sessions, press conferences, interviews, in training or at any other official event or time as determined by the Club or any authorised representative of the Club unless he has received the express prior written authority ofthe Club to do otherwise: (a) the Player agrees to wear only the outer clothing, footwear and equipment authorised and/or supplied to him by the Club; and (b) the Player shall not display any badge, mark, logo, trading name or message on any item of clothing without the Club's prior written consent. 6.2 The Player further agrees that to the extent he is authorised to wear any outer clothing or footwear or to use any equipment not supplied by the Club, all such items will comply with any guidelines issued by the Club on trade mark identification or, if instructed otherwise by the Club or League, be unbranded. The Player agrees that he has no rights to use or permit the use of the clothing, footwear and equipment supplied to him by the Club for any commercial purposes other than as instructed by the Club without the Club's prior written consent. 7 The Club's Obligations '7.1 The Club shall during each Contracted Season: 99 @ffiF @ (a) observe the Regulations all of which shall take, where necessary, precedence over the Club Rules: (b) provide the Player with copies ofall Regulations which affect the Player and ofthe terms and conditions of any policy of insurance relating to the Player with which the Player is expected to comply, (c) promptly iurange appropriate medical examinations and treatments for the Player at the Club's expense in respect of any Player Injury; (d) comply with all relevant statutory provisions relating to its relationship with the Player whether in relation to health and safety or otherwise; (e) release the Player as required for the purposes of fulfilling the obligations in respect of representative matches involving his national association pursuant to the statutes and regulations of the ICC and the participation by the Player in such Matches shall not be a breach ofthis Agreement. 7.2 The Club and the Player agree that: (a) where the Player Identification is intended to appear without other names or images of the current or past players of the Club, the Club may not permit a third party to use the same for any commercial purpose without first obtaining the Player's prior written consent (such not to be unreasonably withheld or delayed); (b) notwithstanding paragraph (a) immediately above the Club may use the Player Identification for its commercial purposes (including the grant of rights to use the same to the Club Partners) without needing to obtain any further consent from him provided always that any such use is limited to him appearing and being portrayed as a member of the Club and shall not be used in such a way as to be construed as the individual sponsorship ofhim or endorsement by him ofthe CIub Partners. Injury and Illness 8.1 Any injury or illness ofthe Player shall be reported by him to the Club immediately (including full details thereof) and the Club shall keep a record ofsuch injury or illness. 8.2 If the Player shall sufler Permanent Disablement or is unable to train and play cricket for a consecutive or aggregate period of30 days or more during any Contracted Season then the Club shall be entitled to terminate this Agreement or suspend its obligations under this Agreement with immediate effect by giving written notice to the Player. Place and Hours of Work 9.1 During each Contracted Season the Player's hours ofwork are such as the Club may from time to time reasonably require of him to carry out his duties and he shall not be entitled to any additional remuneration for work done outside normal working hours 9.2 During each Contracted Season the Player's place ofemployment shall be at the Club's ground and training venues but the Club shall be entitled to require him to play and undertake his duties hereunder at any other place in connection with the League and, where appropriate, the Champions Toumament. 10 Absence Ifthe Player is absent for any reason he shall contact the Club on the first day ofabsence to inform them ofthe reason of his absence. 100 11 Disciplinary Procedure Except where the Club terminates this Agreement pursuant to clause 14 (when the procedure set out therein shall apply) the disciplinary procedure set out in Part 1 of Schedule 2 shall apply in relation to any failure by the Player to comply with the terms of this Agreement. 12 Grievance Procedure Ifthe Player has any grievance relating to his employment then he should appty in writing to the ChiefExecutive of the Club setting out full details of the grievance. The procedure (which is not contractual) for dealing with any such grievance is set out in Part 2 of Schedule 2. 13 Player Restrictions 13.1 The Player will not during any Contracted Season without the express prior written consent ofthe Club: (a) play cricket or engage in any other sport or sporting activities for any other club or organisation whether that club or organisation is situated in India or elsewhere in the world and the Player acknowledges that damages may not be an adequate remedy for breach ofthis clause and that the Club shall be entitled to an injunction or other equitable relieffor any threatened or actual breach ofthis clause; (b) take up any other employment or be engaged or involved in any trade business or occupation or participate professionally in any other sporting or athletic activity anywhere in the world without the prior written consent ofthe Club save that this clause shall not prevent the Player from representing his country in any officially recognised match. 13.2 The Player shall not during the Term: (a) participate in India in any competition or league which is the same as or similar to the League; or (b) participate anywhere in the world in any competition which is the same as or similar to the Champions Toumament save that this Clause shall not prevent the Player from representing his country in any officially recognised match. 14 Term and Termination 14.1 The Club shall be entitled to terminate this Agreement with immediate effect if the Player: (a) is guilty of Gross Misconduct; (b) fails to comply with any final written waming given under the provisions of Part I of Schedule 2; or (c) is convicted of any criminal offence other than a motoring offence for which the punishment does not involve a custodial sentence. 14.2 The Player shall be entitled to terminate this Agreement by 30 days'notice in writing if the Club shall commit a material of this Agreement which it fails to remedy within 30 days of written request. | 14.3 Upon any termination of this Agreement by the Club or the Player the Club shall forthwith release the Player's registration if such registration has occuned. 101 15 Confidentiality 15.1 The parties shall at all times treat this Agreement as being private and confidential and its contents shall not be disclosed either directly or indirectly to any person except: (a) with the prior written agreement ofboth parties, or (b) as may be required by any statutory, regulatory or govemmental or quasi govemmental authority, pursuant to the rules of any recognised stock exchange or as otherwise required by law; or (c) by the Club to its duly appointed prolessional advisers, its directors, secretary or representatives or auditors to whom such disclosure is strictly necessary for the purposes oftheir duties and then only to the extent so necessary. 15.2 Each party shall be entitled to refer to the fact that they have entered into this Agreement. 15.3 The Player agrees that the Club's operations and financial and business information conceming the Squad and other matter including without limitation any reports from scouts or playing tactics/strategies constitute confidential information and the Player shall: (a) not disclose or publish or cause to be disclosed or published (directly or indirectly) any such information; (b) not remove from the Club's premises any such information or use the same for any purpose other than the proper performance of this Agreement; (c) return to the Club on termination of this Agreement all such information as may be in the Player's possession or under his control ,|6 Warranties Each party warrants to the other that it has at the date of this Agreement and shall continue to have during the Term the power, authority and legal right to execute and perform this Agreement and the performance of this Agreement shall not result in it being in breach of nor will otherwise conflict with any other agreement or arrangement which is binding on such party. 17 Miscellaneous 17.l This Agreement cancels and supersedes any previous agreements or arrangements, whether by way of letters of appointment, agreements or arrangements, whether written, oral or implied, relating to the Player's employment by the Club, which shall be deemed to have been terminated by mutual consent as from the date of this Agreement and the Player acknowledges that he has no outstanding claims ofany kind against the Club in respect ofany such agreements or arrangements. In the event of any discrepancy between the terms set out in this Agreement or any offer letter or previous agreement or document, the terms set out in this Agreement shall prevail. 11.2 The Schedules form part ofand are deemed to be incorporated into this Agreement. 1j.3 The termination ofthis Agreement for any reason shall not affect those of its provisions which are either expressed to survive or are capable ofsurviving such termination and references to the termination ofthis Agreement shall include its termination or expiration. 17.4 If any provision of this Agreement proves to be invalid or void or illegal it shall not in any way affect impair or invalidate any other provision and the remaining provisions shall remain in full force and effect 17.5 This Agreement is personal to the Player and the Player may not assign, transfer or transfer any interest in it to any other person. The Club shall have the right to assign this Agreement to any other club which participates in the League and the Player agrees to accept any such assignment and to faithfully perform and carry out this Agreement 102 with the same force and effect as if it had been entered into by the Player and the assignee. In addition the Club may assign any rights granted to it under Clause 5 to any other person including IPL. 18 Law and Arbitration 18.1 This Agreement shall be govemed by, and construed in accordance with Indian law. 18.2 If any dispute arises under this Agreement which is not to be resolved pursuant to Schedule 2 and which cannot otherwise be amicably resolved between the parties, such dispute shall be submitted to arbitration and conclusively resolved by a single arbitrator appointed by mutual consent. Both parties shall share equally the costs, fees, etc of the single arbitrator appointed by them in accordance with the Arbitration and Conciliation Act, 1996, or any statutory modification or re-enactment then in effect. 18.3 The venue for arbitration shall be Mumbai and the arbitration shall be conducted in the English language. 18.4 The decision ofthe arbitrator/tribunal shall be in writing and shall be final and binding upon the parties. Each party shall bear its own lawyers fees and charges and shall pay one half of the costs and expenses of such arbitration, subject always to the final award of the Arbitrator/Tribunal as to costs. 18.5 Subject to the above, the competent courts ofMumbai alone shall have exclusivejurisdiction to try and dispose of any matter arising out ofor in relation to these presents. 18.6 Each ofthe parties hereby acknowledges and agrees that its failure to participate in arbitration proceedings in any respect, or, to comply with any request, order or direction of the arbitrator, shall not preclude the arbitrator proceeding with such arbitration and/or making a valid final award. Signed by the parties on the day and date first above written. SIGNED by the Player in the presence of: (Witness signature) (Address Occupation SIGNEDby Iname] for and on behalf of the Club in the presence of (Witness signature) (Address) Occupation 103 SCHEDULE l Part I - Remuneration and Benefits - 1. The Player shall be paid the sum of famounf] per calendar month during each Contracted Season (the "Player Fee") which shall be payable as follows Date Payment (US$) 1 November l l April l 1 May l I October l 2. f,Any bonus entitlement - if not to be left blank.l 3. The Club agrees to pay the following expenses of the Player in connection with his duties under this Agreement: (a) business class travel to and from India or any other location of a Match and to and from the locatron of any relevant Champions Tournament; (b) a daily allowance of US$ 100; (c) 5 star accommodation during the Contracted Season. The Club shall be responsible for all transport and accommodation costs of the Player in relation to Matches. 4. The Player authorises the Club to deduct from the Player Fee any sums due from him to the Club including, without limitation: (a) any over payments, loans or advances made to him by the Club; (b) the cost of repairing any damage or loss to the Club's property caused by him; (c) any fines properly and reasonably imposed by the Club or IPL; (d) any losses suffered by the Club as a result of any negligence or breach of duty by him (including but not limited to any period of suspension or any penod of incapacity if self-inflicted); (e) any other sums due to the Club under this Agreement. 5. On each and any occasion when the Player is unable to participate in any Match for any reason other than Player Injury then the Club shall be entitled to deduct an amount equal to 5% of the Player Fee from the Player Fee and to deduct such amount from any outstanding payment obligations under this Agreement in 105 Part2 - Other Employment Terms The Player shall be employed by the Club during the period of three Contracted Seasons commencing with the 2008 Season (each such Season being a "Contracted Season"). This Agreement shall take effect upon signature and shall continue in full force until 31 October 2010(the "Term"). The parties obligations as set out in this Agreement shall (unless the context otherwise requires) only apply during the period ofeach Contracted Season but not for the remainder ofany year. 4 Nothing in this Agreement shall place an obligation on the Club to play the Player in any Match. The Player warrants and confirms that he has made a full and honest disclosure to the Club's doctor of his past and current medical history (including but not limited to all injuries suffered medical conditions and treatments) that could in any way affect his fitness and/or ability to play cricket at any time during the Term. SCHEDULE 2 Part I - Disciplinary Procedure and Penalties 1. Purpose The disciplinary procedure is intended to ensure that the Club behaves fairly in dealing with any allegations of unacceptable conduct on the part of the Player. The Club nevertheless reserves the right to depart from the precise requirements of this procedure where the Club considers it necessary to do so provided that, in such circumstances, the resulting treatment ofthe Player is no less fair. ) The Procedure The following steps will be taken as appropriate in all cases ofdisciplinary action: (a.) Investigation A proper investigation will be undertaken by the Club into the matter complained of before any action is taken. The Club may ifit considers it to be appropriate by written notice suspend the Player for up to fourteen days while the investigation takes place. During any such period of suspension this Agreement will continue and the Player will be entitled to receive all benefits and rights under it including the payment of the Player Fee but the Player will not be entitled to access to any of the Club's premises except at the prior request or with the prior consent of the Club and subject to such conditions as the Club may impose. The decision to sr.spend the Player will be notified in writing to the Player by the Club. 10'7 (b) DisciplinaryHearing (i) If a disciplinary hearing about the matter complained of is held the Player will be given full details in writing of the complaint against him and reasonable prior notice of the date and time of the hearing. At the hearing the Player may state his case either personally or through the Club captain. (n) Subject as provided in paragraph 2(bxiii) no disciplinary penalty will be imposed without first giving the Player the opportunity to state his case to the Coach or, if the Player so requests, to a director or equivalent officer of the Club. (iii) A disciplinary hearing may proceed in the Player's absence and a disciplinary penalty may be imposed at such hearing if he fails to appear at such hearing after having received proper notice thereof. (c) Appeals (i) The Player has a right of appeal to the Board against any disciplinary decision and ifhe wishes to exercise such right the Player must inform the Board in writing within fourteen days of the date of notification to him of the decision which forms the subject of such appeal. The appeal hearing will be hetd by the Board as soon as possible thereafter at which the Player will be given a further opportunity to state his case. The decision of the Board will be notified to the Player in writing within seven days and subject to paragraph 2(c)(ii) will be final and binding under this procedure. (ii ) In the event of any sanction being imposed or confirmed in excess of an oral warning the Player may by notice in writing served on the Club and IPL wrthin fourteen days ofreceipt by the Player ofwritten notification oithe decision ofthe Board give notice ofappeal against it to IPL who will determine the matter in accordance with the Operational Rules and/or the principles of natural justice. If the Player exercises any such right of appeal any sanction imposed by the Club upon the Player shall not take effect until the appropriate appeal has been determined and the sanction confirmed, varied or revoked as the case may be. J. Disciplinary Penalties (a) At a disciplinary hearing or on an appeal against a disciplinary decision the Club may dismiss the allegation or ifit is proved to the Club's satisfaction may: r08 (ii) give an oral warning, a formal written warning or after a previous warning or warnings a final written warning to the PlaYer; (ii) impose a fine not exceeding 3% of the Player Fee for a first offence and up to 5% of the Player Fee for subsequent offences in the same Contracted Season; (iii) order the Player not to attend at any of the Club's premises for such period as the Club thinks fit; (iv) where circumstances entitle the Club to dismiss the Player pursuant to Clause 14 of this Agreement dismiss the Player or impose such other disciplinary action (including suspensron of the Player and/or a fine of up to l0%" of the Player Fee in respect of the relevant Contracted Season. (b) Any warning or sanction given under this disciplinary procedure will be deleted in the Club's records after twelve months. 4. Records The Club will maintain a record of all cases of disciplinary action under this procedure and a copy of the Club's disciptinary records concerning the Player will be supplied by the Player at his request. Part 2 - Grievance Procedure L The Player shatl bring any grievance to the notice of the Coach in the first instance and the Player may be . required by the Coach to put any such grievance in wnting. Having enquired into such grievance the Coach will then notify the Player of his decision. , 2. If the grievance is not dealt with by the Coach to the Player's satisfaction the Player may within fourteen days thereafter serve formal notice of the grievance in writing on the secretary of the Club and the matter shall thereupon be determined by the chairman of the Club or by the Board as soon as possible and in any event within four weeks of the receipt of the notice 109 SCHEDULE 3 Definitions and interpretation have following meanlngs: - 1 . In this Agreement the words and phrases set out below shall the ..Associated Company" shall mean ultimate parent company for the time being of the Club and any company which is controlled by such parent company by shareholding, board control, agreement or otherwise; 'BCCI" shall mean The Board of Control for Cricket in India; ..Board" shall mean the board of directors for the time being of the Club and/or and duly authorised committee of said board of directors; .,Champions Tournament" shall mean the competition to take place between the winner(s) of the League and the winners of equivalent Twenty2O cricket competitions which are staged in other countries and which shall take place in october (or such other time as may be) notified to the Player); . ..Club Marks" shall mean any logo, trade mark, trade name or other intellectual property rights of any kind which may from time to time be developed by or on behalf of IPL for use in connection with the League and/or the Champion Tournament or generally whether the same are registered or not; ..Club Rules" shall mean the rules or regulations affecting the Player as may be published from time to time by the Club; . "Club Partner" shall mean any personwho has from time to time entered into a commercial agreement or arrangement with the Club to promote such person's goods or services or the sale/supply of such person's goods or services including without limitation any sponsors or official suppliers of the Club; "Coach" shall mean Club official responsible for selecting the Team; ..Contracted Season" shall mean each Season (or part thereoi) which forms part of the Term as set out in Part 2 ofSchedule 1; ..Existing Agreements" shall mean those agreements (ifany) relating to the use ofthe Player Identification listed in Schedule 4 which exist at the date of this Agreement in respect of the Player; "Gross Misconducf' shall mean any serious or persistent conduct or omission by the Player which the Board reasonably believes to be gross misconduct including the following: (a) theft or fraud; (b) intentional damage to the property belonging to the Club or any Associated Company; (.) the use or possession of or trafficking in a Banned Substance; .. (d) incapacity through alcohol affecting the Player's performance as a player, (e) breach of or failure to comply with any of the terms of this Agreement; 110 "ICC" shall mean The International Cricket Council: "IPL" shall mean the unit ofBCCI established to operate the League, known as Indian Premier League; "IPL Marks" shall mean any IPL logo, the title "Indian Premier League", any IPL, League or Champions, Tournament theme music or anthem and the image or likeness of any Trophy which in each case may from time to time be developed by or on behalf of IPL for use in connection with the League and/or the Champions Tournament and/or generally whether the same are registered or not; "IPL Partner" shall mean any person who has from time to time entered into a commercial arrangement or agreement with IPL to promote such person's goods or services and/or the sale/supply of such goods or services including without limitation any sponsor, official supplier, merchandiser or broadcaster or other media partner appointed by IPL; "Laws of the Game" shall mean the laws from time to time in force governing the game of cricket (including as the same are adapted in connection with the Twenty2O version of the game) as laid down or adopted by ICC or the MCC, "League" shall mean the Twenty20 cricket league which has been established by IPL and which shall take place in April/May of each year (or such other time as may be notified to the Player), "Match" shall mean any match forming part of the League in any Contracted Season including any end of Season play-offs or knock-out matches against any other club together with any match forming part of any Champions Tournament in respect ofwhich the Club has qualified (in each case whether the same are staged in India or elsewhere); 'MCC" shall mean The Marvlebone Cricket Club: "Media" shall mean all or any media of any kind whether now known or subsequently invented or developed includingwithout limitation all forms of print media, radio; all forms of television includingwithout limitation in- flight, ship-at-sea, free-over-air, terrestrial, satellite, satellite to cable and/or cable (including pay television), pay- per-view television, near-video-on-demand and video-on-demand); and any new media, internet and/or broadband services including without limitation wireless application protocol ('WAP"), third generation mobile (3G), short messaging services (SMS), ADSL and/or any other mobile communications device; "Operational Rules" shall mean the rules and regulations published from time to time by IPL in respect of the League; "Permanent Disablement" shall mean any disablement of the Player from any injury or illness where, in the written opinion of an appropriately qualified doctor instructed by the Club, the Player will be unlikely by reason of such disablement to play cricket to the standard which he would have played but for such disablement for a consecutive period of not less than two months commencing on the date of commencement of the disablement; "person" shall mean any individual, company, partnership, unincorporated association or any other entity of any kind; "Player Fee" shall have the meaning in Part I ofSchedule 1; "Player Identification" shall mean the name, reputation, nickname, fame, image, shirt number, signature, voice and any other portrayal or characteristics of any kind of the Player (whether real or virtual and in any format whether in film, by way ofa photograph, virtual, electronic or otherwise); lll 1,J ) ..player Injury" shall mean and injury or illness affecting the Player other than any injury or illness which is caused by a breach by the Player of any of his obligations under this Agreement including without limitation clause 4.2 (c); ,.prohibited substance" shall have the meaning set out in the ICC Anti-Doping Code; >t "Regulations" shall mean together all rules and regulations published by IPL, the ICC and/or BCCI from time to time which apply to professional cricketers (including without limitation the following at the date of this Agreement: the ICC Anti-racism code, the ICC Anti-Doping Code, the ICC Clothing and Equipment Regulations and the ICC Code ofConduct for Players and Team Officials, the Operational Rules and the Club Rules) and, in respect of any rules or regulations published by ICC, such rules shall be deemed modified wherever necessary such that they apply to the Player in respect of the League and the Champions Tournament; ..Season,, shall mean the period oftime in each year during which the League shall take place together with, ifthe Team qualifies, for it, the period oftime duringwhich the Champions Tour shall take place, ..Squad" shall mean the squad of players from time to time (including the Player) from which the Team shall be selected; ..Team Clothing" shall mean any and all versions from time to time of the Club's official cricket clothing includingjerseys, shirts, trousers, socks, track suits, headwear (including helmets), protective equipment and/or any other clothing displaying the Club's name andlor official logo; "Team" shall the XI representing the Club in the League. "Term" shall have the meaning in Part 2 of Schedule I ,.Trophy" shall mean any trophy presented to thewinners ofthe League or the Champions Tournament. For the purposes of this Agreement and provided the context so permits: (a) the singular shall include the plural and vice versa and any gender includes any other genderl (b) references to person shall include any entity, business firm or unincorporated association, (c) references to statutory enactments or to the Regulations shall include re-enactments and amendments ofsubstantially the same intent as the original referenced enactment or Regulation. SCHEDULE 4 I1l Existing Agreements 112 t..l I CONIENTS I. INTRODUCTION 2. INVITATIONTOTENDER , 3. FRANCHISE RIGHTS 4. FRANCHISEFEES 5. REQUIRMENTS FOR STIBMISSION OF BIDS ( 6. AMENDMENT/ADDENDUM 7. REQUIREMENTSOFTENDER 8. SUBMISSION OF THE BID 9. OPENINGOFTHETENDER IO. SELECTION OFWINNINGBIDS II, GENERAL 12. ACKNOWLEDGEMENT OF THIS ITT 13, AGREEMENT 14. GOVERNING LAW & DISPUTE RESOLUTION 15. ACCEPTANCE OF TERMS AND CONDITIONS 16. NO WARRANTIES, REPRESENTATIONS OR UNDERTAKINGS 17. INSTIRANCE 18. ACCTIRACY OF ITT ,. 19. CONFIDENTIALITY : 20. AMENDMENTS AND WITHDRAWEL OF ITT 21. TERMINATION l. l SCHEDULE 1 - GLOSSARY OF TERMS SCHEDULE 2 - SC}IEDULE OF CONDITIONS SCIIEDULE 3 OF ELIGIBILITY . -LETTER . SCHEDULE 4-AFFIDAVIT i 1 SCFIEDULE 5 _FRANCHISE AGREEMENT SCHEDULE 6 - REGT]LATIONS INTRODUCTION l.l A separate unit of BCCI has been set up (known as "Indian Premier League" or "IPL") to establish and oversee the operation of a domestic Twenfy2O cricket competition in India and certain other territories (the "League"). The League will comprise eight teams (although such number may increase or decrease over time) which will play each other (both home and away) during the course of each season culminating in two play-off matches involving the four best placed teams with the winners of such matches then playing in a grand frnal lconect?1. The Season will last approximately 6 weeks during April and May. It is the intention for the winners of the League to participate in the Champions Toumament, a Twenfy20 competition to be staged in October of each year (or such other time as shall be arranged) for the winners of the League and equivalent Twenty20 leagues from other countries. Each team will be selected from a squad of no more than 16 players [of which no fewer than four must be 2 I years of age or younger on fdate] in the relevant season. All players will have the benefit of minimum salary levels. The detailed rules relating to the operation ofthe League at the date ofthis Tender are set out at Schedule 6. Revenues relating to the League will be apportioned between BCCI and Franchisees in the manner set out below. fI assume we will include this detail?l llltill we include sales speak such as the lack of live entertainment in India etc?f ) INVITATION TO TBNDER 2.1 Overview The BCCI, a society registered under the Tamil Nadu Societies Registration Act (India) and having its registered office at C/o Tamil Nadu Cricket Association, 5, Victoria Hostel Road, Chepauk, Chennai - 600 005 on behalf of IPL hereby invites tenders from reputed third parties to acquire the Franchise Rights (as defined in Section 3. l) during the period from ldatel to fdate] (the "Rights Period" as the same may be renewed following the exercise of the renewal rights referred to below). [Should we specify and limit those territories which can hold a franchise...India, UAE etc?] 2.2 Purpose ofITT BCCI is inviting the submission of Bids, in accordance with the terms and conditions of this ITT' to acquire the Franchise Rights for exercise during the Rights Period (being from {datel to ldntel together with the above-mentioned renewal rights). I1'7 z-) Bid Objectives To assist Bidders in understanding BCCI's requirements, each Bid must be aimed at, amongst the other aims set out in this ITT, achieving the following (non-exhaustive and non-prioritized) objectives: (a) ensuing the widest coverage and the widest possible audience for the League; (b) assisting to develop the game ofcricket in India at all levels (c) maximizing and enhancing exposure wherever possible for each of the official sponsors of the League; and (d) increasing and enhancing exposure for cricket in India both within India and the rest ofthe world, and bidders must be able to exploit their expertise to achieve the above stated objectives. 2.4 Eligibility to Bid For the purpose of this ITT, only entities (which expression includes, as regards corporate entities, the Bidder and/or its parent or subsidiary company), which satis$ the following requirements as on ldatel are eligible to participate in this tender process and to submit Bids: 2.4.1 Bidder's financial standing lrelevant?l (a) The net worth or annual turnover of each Bidder must not be less than the Rupees ldetails if appropriatel. For the purpose of this ITT, "net worth" means, for corporate bidders the sum total of tne palO-up capital and free reserves. In assessing the net worth of the Bidder, the paid-up capital of the parent company or holding company may be aggregated for this purpose. For the avoidance of doubt, the parent company or holding company must own more than 50% of the issued share capital ofthe Bidder. International bidders must provide the data for this converted in rupees based upon 1 US $ is equivalent to INR [ ]. (b) The Bidder must submit a net worth certificate, duly certified by a chartered accountant or auditor along with the Bid documents as of ldatel. If a Bidder is unable to provide a chartered accoirntant's or auditor's certificate of Net Worth as of ldatel, it may provide one as of the date of year does not end on a date end ofthe last financial year ofthe Bidder provided that such financial eulier thanldatef . or joinl bidders (each a (c) Consorti4 joint ventures (whether incorporated or unincorporated) "Consortium") may submit a Bid ("Consortium Bid(s)"), provided that: out in this ITT i) each member of the Consortium satisfies the criteria for Bidders set (including, without limitation, the other provisions of this Section 2'2) and the Eligibility Letter; acts of each other member in ii) each member of the Consortium is severally liable for the relation to its Bid(s); and affangement in its Bid' iiD the Consortium fully describes the relevant terms of its Consortium its own behalf' For the (d) Each member of any consortium may also submit a sepalate Bid on circumstances, to uuoia*." of doubt, bCCI r.t"tu. the right, if they determine appropriate in the enter into direct arrangements with individual members of any Consortium' (whether incorporated or yet to be (e) Ifa Bidder has entered into an agreement for ajoint ventuIe paft of the in"o.po*t"a;, which joint ventuie shall exploit or otherwise be entitled to all or any other capacity, the Bidder is Franchise Rigtrts wtrettrer as a licensee, marketing agency or in joint agre€ment (failure to do so required to disclose in the Bid all material details of the venture then the *iil ."rd.. the Bidder liable to be disqualified) and if the parties are bidding together provisions of Section 2.4. I (b) shall apply' 2.4.2. SummaryRejection requirements set out in this Section Any Bid submitted by an entiry, which fails to satisff the eligibility 2.4, shall be automatically rejected' not' The Bidder must submit its 2.4.3 BCCI shall not pre-judge or advise a Bidder whether he is qualified or to then evaluate the Bid' Bid in accordance withihe process specified in this ITT and enable BCCI FRANCHISE RIGHTS J.t Overview ..Franchise (and one ofthe The Rights" comprise the right (and obligation) to establish and operate one only) Team to be operated in ,eams which will make up the League (each a "Team") during the Rights Period, such Bidders (being "Franchisees" subject to the -nccordance with the Regulations (as defined below). The successful ,ompletion of the necessary franchise documentation and the operation of the relevant team being a ..Franchise") will enjoy the right to receive certain revenues relating to the League as set out in further detail -elow.fl assume we will need to set oul these details here?l -'.2 The Franchise form part of and Each Franchisee will have the right and obligation to establish and operate one Team which will with the Regulations at ake part in the League. Franchisees will, subject to the ongoing requirement to comply of local commercial all times, be entitled to operate their Franchise at their discretion including the development the fact that the Lrrangements with sponsors and suppliers although the attention of Bidders is drar+n to particularized below) are to be arrangements relating to certain central rights ("Central Rights" as further below. It is hoped xploited centrally by IpL, with the revenues therefrom to be distributed in the manner set out to improve the stadia at which League matches will leryeaed?lthat Franchisees will seek to make arrangements re staged as soon as Practicable. J.J CentraVTeam Rights (a) IpL shall have the exclusive right to enter into arrangements for the exploitation ofthe following rights relating to the League (the "Central Rights"): all Broadcast Rights (as defined below) print relating to the League lwill this ertend to the internet etc,..what about arrangements with media?l and Central Sponsorship Rights [ruil IPL be keeping anything else back e'g' central merchandising?]. For the purposes ofthis Tender: (i) ..Broadcast Rights" means the right to broadcast or otherwise distribute audio-visual, radio deals?f coverage of visual and audio fdoes it ertend to radio or could there be local part any League match (whether on a live or delayed basis and whether of all or any of such match) by any and all means now known or hereafter developed including but not limited to all forms of television, home video and DVD, theatric and non-theatric rights, in-flight, ship-at-se4 distribution to all forms of mobile devices and via the internet and whether scheduled or on demand and in whatever format whether linear, interactive, free to air. paY or otherwise: t20 (iD ,.Central Sponsorship Rights" means the following in respect of the League: the right to gant any broadcast sponsorship rights to any person (being the right for such person to such associate itself with the broadcast of any or all League matches) lwould IPL grant such rights or would they be granted to the broadcaster and is thete any scope for local package a mght?l and the right to grant title and/or presenting lis a presenting sponsor pissibiliE?l sponsorship rights in relation to the League as a whole (such that by way of example it may be referred to as the "xxxx Premier League"). LAnything else?l (b) All other commercial rights relating to each Team apart from Gate Receipts (being "Team Rights") shall be available for exploitation by Franchisees including arangements with sponsors, together suppliers, merchandising rights relating to the Team (but not to the League as a whole) with any and all arrangements relating to the match venue (including venue-related sponsorship rights such as naming rights arrangements, corporate hospitality and suppliership arrangements)' between all teams e'g' l,Are we going to oblige any of the locat revenue to be split equally merchanilising?l in relation to a (c) Franchisees should note that "Gate Receipts" (being all gate receipts of any kind Match staged by a Franchisee including any long term arangements such as the sale or other licences (or any licence of or grant ofrights in relation to season tickets, debentures, premium seat team similar such arrangement) and corporate boxes)) will be split between the home and away and the IPL in the manner set out below. 3.4 Rights Income be apportioned as follows: The income from the exploitation ofthe Central Rights and the Team Rights shall as to IPL, (a) All income from the exploitation ofCentral Rights shall in each year be split to [ ]% [ ]% \s/ credited to a ;; F;;;;ir;;; u" sttur"a equally between ihem) with the remaining [ ] % being [to with reserve account to be distributei y"ur by IPL in such manner as it decides in accordance "uth certain criteria set out in the Regulations' of its Team (b) Each Franchise shall be entitled to retain 1007o of the income from the exploitation is drawn to section 3 3 (b) Rights resr there is any pooling?] save that the attention of Franchisees [rrn prevented from entering into above in relation to gate-receipts and to the fact that Franchises will be the any commercial a..ing"-ent. which conflict with any arrangements for the exploitation of Commercial Rights. the Match' to the Franchisee (c) Gate Receipts shall be split as to [ )%o to |he Franchisee staging [ ]% operating the u*ay teams at such Match and [ ]% to IPL' 3.5 Rights Period operate a Team for an initial Each Franchise will be granted the right (and will accept the obligation) to to renew said grant for a period of Seasons followin! which each Franchisee will have the right fnumDerl 121 to pay-th9 Franchise Fees (as the same may be increased fwther fnumberl seasons subject to it agreeing further to-itnot being in breach of its Franchise zrs contemplated iy*S*i1""'+ felow;ind tiU;"i't renewal rights?l Agreement o, *y of tht Regulations' lAny further ).6 Exploitation Plan Each Bidder shall Provide to BCCI fulldetailsofitsplansandproposalsfortheexerciseandexploitationofthe Franchise Rights. RANCHISE FEES shall pay to IPL: As consideration for the grant ofa Franchise each Franchise (a) [any up-frontfee?l (b) anannualfeeforthegrantoftheFranchisewhichshallbepayableinfullnotlaterthan30daysbefore ofthe 2008 Season shall be payable upon the start ofeach Season lcoilect?l and which in respect signatureoftheFranchiseAgregment([together]the..FranchiseFees,').Theannualfeereferredto abovehasbeencalculatedbaseduponafigurefortheannualincomewhichmaybegeneratedfrom theexploitationoftheCentralfughts(..centralRightslncome',)of|amount|.Ifandtotheextent estimate in respect of any Season the that the central Rights lncome exceeds the above-mentioned annualfeeforthefollowingSeasonshallbeincreasedbyanamountwhichcorrespondstothe renew its Franchise then the fannual] Franchise proportion ofsuch increase. Ifa Franchise wishes to FeeforthefirstSeasonofanysuchrenewalshall,inthemannercontemplatedabove'becalculatedby Income in respect of the immediately preceding reference to the aggregate amount of central Rights Season. 4.2 The Franchise Fees shall be paid n fcurrencyl t22 4.3 lAny bank guarantees required?f. REQUIREMENTS FOR PREPARATION AND SUBMISSION OF BIDS 5.1 Bidders shall remain responsible for obtaining all further information necessary or expedient for the purpose of submitting their respective Bids, and will be deemed to have done so before submitting any Bid. Information may be sought within 48 hours from the date of first issuance of the ITT and not thereafter. No irrelevant query will be entertained and the decisions of BCCI in this regard shall be final. No Bidder shall, in the process ofseeking clarifications, make contractual negotiations. The Franchise Agreement to be executed befiveen BCCI and the successful Bidder is clearly provided in Schedule 5 of this ITT. Further, no Bidder shall, in the process of seeking clarifications, request for information relating to BCCI's future plans and/or any intemal processes followed by BCCI. 5.2 Requests from Bidders for clarifrcation and/or frrther information relating to this ITT must be marked for the attention of BCCI to Lalit Modi and received by BCCI by way of electronic mail (e-mail) to [email protected] and/or fax via +97-22-24932260 ).J Save as specified herein, Bids and other supporting papers that may be furnished shall and will become the property of BCCI and it will not be obliged to return them. It is however, made clear that all information and documents that are furnished will be treated as shictly confidential and shall not, unless required in accordance with law, be disclosed to anyone else' BCCI shall not be responsible or liable for submission of any Bid by any entity not eligible to participate in the tender process. 5.5 Bidders may not make any of their Bids subject to any form of conditionality or limitation including, without limitation, the identity of, or particular arrangements being put in place with any other third party, the location of any proposed match venue, participating teams, scheduling of Matches, or other specific requirements relating to the Franchise fughts and/or the League. Conditional Bids shall be summarily neglected and/or rejected. ).t) Each Bidder is solely responsible for all costs, expenses and liabilities incurred by it in the preparation and 123 submission of its Bid(s), any responses to requests for further information by BCCI and/or its associates and any negotiation with BCCI and/or its associates following receipt by BCCI of its Bid(s). 6. AMENDMENT/ADDENDUM o 6.1 At any time prior to the last date for submission of the Bids, BCCI may, either for any supervening factors and/ or events or in response to a bona fide request for further information (including clarification) by a Bidder, modiff, add or alter the terms of the invitation and/ or the conditions by issuing an Addendum(s) or otherwise, without any obligation to provide reasons. 6.2 The amendment(s) / addendum(s), if any, will be notified in writing to the Bidders at least 24 hours prior to last date of submission. Such addendum(s) / amendment will form part of the ITT and will be binding. 7. REQUIREMENTSOFTHETENDER 7.1 Tender Security (a) Each Bidder must at least 48 hours prior to the date of the submission of tender, deposit an interest free security (the "Tender Securitl') as below: Bidders must deposit a minimum amount of [ ] or equivalent in Indian Rupees (at the exchange rate of US$ I to [ ]). (b) Tender Security may be deposited by way of bank draft issued by a Bank of national or international repute, drawn in favor of"Board ofConhol for Cricket in India." (c) Any Bidder, which fails to comply with these conditions, shall be summarily rejected. (d) There shall be no waiver or extension of deadline with respect to deposit of tender security and BCCI shall not entertain anv requests for the same. (e) The Tender Security of the unsuccessful Bidders will be refunded (without interest) no later than 7 (seven) working days after finalization of the Franchise Agreements with the winning Bidders by BCCI. (f) The Tender Security of the winning Bidder will be applied in part payment of the first insta.lment of the Franchise Fees, as outlined in the Franchise Agreement. However, the retention of the Tender Security as part payment of the first instalment of the minimum applicable payments shall not create any equities in favor of the winning Bidder until such time as the final Franchrse Agreement is signed between the winning Bidder and the BCCI. 7.2 Other Documents Each Bidder shall at the time of submission of the Bid submit the following documents: (a) Eligibility Letter together with the supporting documents required to be provided as per Schedule 3 of this ITT. (b) Affidavit which is to be attested / notarized on Rs.100 stamp paper as per Schedule 4 of this ITT. (c) Exploitation Plan as per Section 3.6 of this ITT. 8. S{JBMISSION OF THE BID 8.1 Only the entities which comply with the eligibility requirements set out in Section 2 above are entitled to participate in this tender process and to submit a Bid. Any Bid submitted by any entity who is not eligible as per requirement of the above-mentioned eligibility section, shall stand rejected forthwith (as further set out in Section 2.4.2); 8.2 The Bidders shall deliver to BCCI the original of the tender documents duly filled in and signed and sealed along with all supporting documents and papers with three exact and legible copies thereof and documents evidencing compliance of Tender Security as provided in Section 7 above. 8.3 The Tender Documents in sealed covers, ils above, shall be delivered by hand in person by an authorized representative of the Bidder to Chairman, Marketing Sub Committee, BCCI, onfdate] at 1lam at Nirlon House, Dr. Annie Beasant Roa4 Worli, Mumbai. No tender in torn condition or in unsealed covers will be accepted. No documents will be accepted past this time and date. All documents must be delivered at the same time and no further documents will be accepted past this time and date. 8.4 The outer envelope containing the Tender Documents must be sealed and marked as follows: Board of Control for Cricket in India Invitation to Tender - Indian Premier League Rights Attn of: Mr. Lalit K Modi, Chairman Marketing Sub Committee - BCCI 9. OPENING OF TEIIDER The representatives of the Marketing Sub Committee will determine submissions of Eligibility including the submission of the Tender Security onthe ldatef, 12.00 PM onwards in Mumbai. - 10. SELECTION OF WII{NING BIDS It is the intention of the BCCI to select the Bidders submit the best overall Bids in the context of the overall aims ofIPL in establishing the League (see Section 2.3 above). ll. GENERAL 11.1 No warranty or representation (express or implied) as to the reliability, completeness or accuracy of the information in this document or any other information at any time made available to the Bidder is given by BCCI or any person claiming any right or authority is expressly excluded. ll.2 In fumishing this invitation, BCCI does not undertake or agree to or acknowledge any obligation to provide to the Bidder any additional information or any roving queries or to update this ITT or to correct any inaccuracies, which may become appaxent. 11.3 Neither the issue of this ITT nor any part of its content is to be taken as any form of commifrnent or acknowledgment on the part of BCCI to proceed with any Bid or any Bidder and BCCI reserves the unfettered right to annul, terminate, reject any Tender or vary or terminate the tendering procedure at any time or stage without giving any reasons. 11.4 BCCI reserves the unfettered dght and absolute discretion at any time and without any liability whatsoever to any Bidder: (i) to cancel the entire tendering process at any stage prior to execution of a binding Franchise Agreement with eight Franchisees without giving any reasons. In any event of such cancellation, the Tender Securities shall be refunded without interest within 7 days from the date of such cancellation]; or (including (iD to amend, vary, waive and/or modiff any or all of the terms and conditions of this ITT the Franchise Agreement) without any reason or prior notice whatsoever being provided to any Bidder. ll.5 BCCI shall, in no circumstances, whatever, including without limitation, be responsible or liable in any or manner or mode by whatever name called or described for any costs or expenses whatsoever incurred of any any loss whatsoever suffered in connection with or in consequence ofthe preparation or delivery Bid, or compliance with or with a view to compliance with any of the requirements of the ITT by any Bidder in the subject matter or ofany departure from any ofthe provisions/ conditions ofthe ITT. of the Bidder BCCI reserves the right 1 I .6 Any concealment of material fact shall lead to disqualihcation [and of forfeiture of the Bidder's Tender Securityl. ll.7 The grant ofany right shall be conditional upon the Bidder entering into abinding Franchise Agreemenl and not otherwise. t2. ACKNOWLEDGEMENT OF ITT to that it The Bidder shall be deemed to have duly considered all the terms of this ITT and acknowledges terms and intends to submit a Bid in accordance with the provisions of this ITT having accepted the conditions as are set out or which may otherwise have been incorporated herein. 13. THEAGREEMENTS and conditions of the By submiging a Bid, each Bidder irrevocably and unconditionally accepts the terms Agreement and t*d.. pro..i as set out in this ITT (including all and conditions of the Franchise !e1ms versions Agency Agreement that will be provided by the BCCI to the successful bidder and the latest of *hi"h *" ittu"hed at Schedule j and 6). Each Bidder further irrevocably and unconditionally agrees that BCCI reserve the unfettered right to make amendments to the Franchise Agreement of any nature hours notified whatsoever, and accordingly ugrJ.r to execute the Franchise Agreement within_24 ofbeing the Tender Security, and award the as the winn'ing Bidder, faiting wtrictr BCCI reserves the right to forfeit rights to the next highest prefened bidder. 14. PLAYERBIDDING PROCESS to By submitting a Bid, each Bidder irrevocably agrees, upon signature of its Franchise Agreement participate in the Player Bidding Process in the manner set out below: t27 l4.l Once franchises have been awarded in respect of all teams who will participate in the League and, if appropriate, the Champions Toumament (initially being eight) then such franchisees will be provided *ith i do"nment (the "Player Bid Document") which shall include a list of intemational cricketers available to such franchisees for their respective teams together with the minimum annual salary payable to such players and the terms agreed with any agent of such players (where applicable). 14.2 Franchisees will be invited to submit closed bids ("Bids") for such players to reach BCCI within [ ] days of receiving the Player Bid Document. Within [ ] days of the expiry of said [ ] day period IPL wiil notiff the fianchisees if they have successfully Bid for a player or not. In the event of equal Bids being submitted for a player by two or more franchisees then such franchisees will be invited to submit a further closed Bid for such player within [ ] days and IPL will within [ ] days of the expiry of that [ ] day period notiff such franchisees whether they have successfully re-Bid for such player or not. In- the elolnt of a further equality in re-Bids the above procedure will be repeated until a franchisee successfully for the relevant player, 14.3 Once submitted Bids may not revoked or otherwise withdrawn. Bids constitute an irrevocable offer to proceed to negotiate with any players in respect of which the franchisee has successfully submitted a Bid and thereafteito enter into a Player Contract with any such players together with, where applicable, an Agency Contract with any agent acting on behalf of such player as contemplated by paragraph I of Schedule 3 ofthe Franchise Agteement. 15. GOVERNING LAW AND DISPUTE RESOLUTION This ITT shall be govemed by and construed strictly in accordance with the laws prevailing in India and shall be subject to the exclusive jurisdiction of the courts of Chennai only. All or any dispute or difference in respect of or arising'out of or related to or otherwise of whatsoever nature touching any issue provided in this ITT or otherwise by and between the parties shall be exclusively referred to ARBITRATION for resolution by an arbitration panel comprising three arbitrators, one to be nominated by the Counter party and another by BCCI and the third Presiding Arbitrator shall be nominated by the said appointed two arbitrators and the proceedings shall be govemed in accordance with the provisions of Indian Arbitration and Conciliation Act, 1996 and any amendment or replacement thereofas prevailing in India and all sittings shall be held at Chennai, India which shall have exclusive jurisdiction to try and entertain the proceedings. The language of the proceedings shall be in English and the arbitrators shall be duty bound to make and publish the final award within two months, unless otherwise mutually agreed. The Arbitral Award shall be conclusive and binding on both parties. Neither party shall be entitled to commence or maintain any action in a court of law upon any matter in dispute emanating out of the interpretation, implementation or otherwise of the tender document or the Agreement. No proceedings for Arbitration would be initiated until and unless the parry so aggrieved has issued a notice in writing to the other party calling upon him to rectiS the alleged breach or otherwise. The party shall give at least 7 days notice to the other party to reply or to take corrective action before initiating the ARBITRATION proceedings' 16. ACCEPTANCE OF TERMS AND CONDITIONS r28 Each Bidder inevocably and unconditionally accepts and agrees that by submitting a Bid: (a) it agrees to be bound by the terms, conditions and obligations set out in this ITT together with such other terms and conditions as BCCI may, in its sole discretion, require and which will be included in the Franchise Agreement; and ft) it has read and understood, and agrees and accepts, the provisions and procedures, and terms and conditions (including the outcome), of this ITT. 17. NO WARRANTIES, REPRESENTATIONS OR UNDERTAKINGS This ITT is provided solely by way of explanation only and does not contain any warranties, representationi or undertakings whatsoever upon which any person may rely, or seek to initiate or s;bstantiate any legal action, against BCCI and/or its associates or their respective agents, employees and/or representatives. 18. INSI]RANCE As provided in the Franchise Agreement each Franchisee: (") will at its own expense obtain and maintain ploperfy, public liability, employees' liability-and such other insuranie as are appropriate for the Franchise (being not less than five million dollars (US $5,000,000) Per claim). (D will from time to time furnish to IPL on its request with copies of all such insurance policies and evidence that all premiums due have been paid. The Franchisee-will procure the entry of a note on all such policiis that the insurer will noti$' IPL in the event of a late payment of any premium in respect thereofby the Franchise. which may constitute a breach of any (g)- will not cause or permit to subsist any .circumstance insurance policy maintained pursuant to this Agreement' shall ensure that it has all necessary employer's liability and/or medical insurance in connection with its employment of the Players. 19. ACCURACY OF ITT BCCI have taken all reasonable care to ensure that this ITT is accurate in all material respects at the time of publication. Notwithstanding the foregoing, all information contained herein is subject to amendment an&or variation by BCCI at any time and without any reason and/or prior notice being given to any 129 Bidder or any recipient of this ITT. Accordingly, each Bidder and recipient of this ITT shall be responsible for veriffing the accuracy of all information contained in this ITT and for making all necessary enquiries prior to the submission of its Bid. Neither BCCI, nor IPL nor any of its associates nor any of its respective agents, employees or representatives will be liable for any claims, loss or damages suffered by any Bidder, prospective Bidder or other recipient of this ITT as a result of reliance on any information contained herein, or otherwise. 20. CONFIDENTIALITY Each Bidder agrees not to disclose any Confidential Information to any third party without the prior written consent of BCCI, nor make any press announcement or other statement relating to its Bid(s), Agreement or its discussions or negotiations with BCCI in relation thereto. 21. AMENDMENTS AND WITHDRAWAL OF ITT BCCI may, in its sole discretion and without any liability whatsoever to any Bidder or any recipient of this ITI amend, alter and/or modiff any or all of the provisions of, and/or withdraw in its entirety, this ITT at any time and without any reason and/or prior notice being given to any Bidder or any recipient of this ITT. SCHEDULE 1 GLOSSARY OF TERMS "Agency Contract" shall mean the agleement in the form attached to the Franchise Agreement; BCCI means the Board of Control for Cricket in India. BCCI Marks means the official BCCI emblems including any foreign translations and any permutations and derivations thereof including each trade mark and/or logo relating to IPL and/or the League. Bid means a wriffen offer to acquire a license of the Franchise Rights for exercise and/or exploitation during the Rights Period, and which is submitted to BCCI subject to, and in accordance with, the terms and conditions of this ITT. 130 Bidder means any entity which submits a Bid or Bids to BCCI in response to this ITT. Confidential Information shall have the meaning ascribed to it in Paragraph 2 of the Eligibility Letter. Consortium shall have the meaning ascribed to it in Section 2.4.1(c), and "Consortia'shall be construed accordingly. Consortium Bid(s) shall have the meaning ascribed to it in Section 2. - Eligibility Letter or Letter of Eligibility means the letter to be submitted by each Bidder in the format provided in Schedule 3 of this ITT. Franchise means the operation of a Team together with any associated club pursuant to the exercise of the Franchise Rights by a Franchisee. ' Franchise Agreement means the written agreement to be entered into between BCCI and the successful Bidders setting out the terms and conditions upon which the successful Bidder is granted a license of the Franchise Rights for exercise and/or exploitation during the Rights Period. Franchise Fee means, in respect of a Bid, the monetary amount offered by the relevant Bidder in consideration ofthe grant by BCCI to such Bidder ofa license ofthe Franchise Rights for exercise and/or exploitation during the Rights Period. Intellectual Property means all copyright and other intellectual property rights howsoever arising and in whatever media now known or hereafter devised, whether or not registered or capable ofregistration, including trade marks, service marks, trade names, registered designs, domain names and any applications for the protection or registration of such rights and all renewals and extensions thereof th'roughout the world. ITT means this Invitation to Tender document together with all Schedules and Exhibits. Match means any and all of the cricket matches forming part of, and comprising, the League. Player Bidding Process shall have the meaning in Section l4 of this documenl. ' Player Contract means the contract attached to the Franchise Agreement. - Regulations mean the rules and regulations of IPL as set out in Schedule 6. ' Rights Period means as set out in Section 3.5. ' , Schedule of Conditions means the terms and conditions set out in Schedule 2 hereof. Season shall mean the period of time in each year during which the League shall take place together with the period of time during which the Champions Tournament shall take place. . [Tender Security means the interest free security deposited by each Bidder as provided in Section 7.1 ofthis rTT.l ' Working Day means any day excluding Saturday, Sunday and public holidays in Mumbai, India. o SCHEDULE 2 SCHEDULE OF CONDITIONS Trademark Protection (a) The Licensee shall comply with BCCI's rules and guidelines relating to copyright notices and/or trade mark legends published from time to time which shall include, without limitation, obligations to utilize any appropriate copyright notices and/or trade mark legends. (b) Other than as expressly permitted by BCCI, each Franchisee shall not, whether during or a"fter the Rights Period, use and/or adopt any name, mark or other indicia which, in BCCI's opinion identifies with BCCI, any of its affiliates or any Cricket competition or event organized by or under the auspices of BCCI or associates the Franchisee and/or any of its products or services with BCCI, any of BCCI's affiliates or any Cricket competition or event organized by or under the auspices of BCCI. (c) Other than as expressly permitted by BCCI, each Franchisee shall not, whether during or after the Riehts Period: (i) Adopt, use or reproduce in any media whatsoever (including, without limitation, as any Internet domain name), or apply for trademark registration in respect of, any of the BCCI Marks or legal names that are owned, controlled or used by BCCI or any of its affiliates (including, without limitation, the official name(s), emblem(s) or trophies of any competition or event organized by, or under the auspices of, BCCI), or any symbol, emblem, logo, mark or designation which, in BCCI's reasonable opinion, is similar to, or is a derivation or colorable imitation of, any of the BCCI Marks or such legal names; and (ii) Whether directly or indirectly, do, nor permit to be done, any act which would, or may, invalidate or challenge the trademark registration (including applications therefore) of, or invalidate, challenge or dilute BCCI's right, title and interest to, any of the BCCI Marks or legal names that are owned, controlled or used by BCCI or any of its affiliates (including, without limitation, the official name(s), emblem(s) or trophies of any competition or event organized by, or under the auspices ol BCCI). General Oblieations (a) Each Franchise must ensure that the Franchise Rights are exercised in fulI compliance with all applicable laws and regulations including, without limitation, local laws relating to the staging of 133 the events of major importance to society (if any). Each Franchisee must further ensure that all applicable authorization, licenses, permits waivers and clearances necessary for the lawful exercise of the Franchise Riehts the are obtained and maintained throushout the duration of the Rights Period. (b) In exercising and enjoying the Franchise Rights, each Franchise shall not do, nor permit to be done, anything that prejudices, or may prejudice, BCCI and/or its interests, the sport of Cricket, IPL, the League and/or any other events or competitions organized under the auspices ofBCCI. SCHEDULE 3 LETTER OF ELIGIBILITY [To be tlped on bidder's Letterhead] IDate] t BCCI Addressl Dear Sirs INVITATION TO TEN{DER - INDIAN PREMIER LEAGUE RIGHTS TENDER _ SUBMISSION OF ELIGIBILITY We, [name]r, acknowledge receipt of the Invitation to Tender dated [date] (.'ITT'), and fully understand and accept the terms, conditions and procedures set out therein. In accordance with the requirements ofthe ITT, we hereby submit an irrevocable and unconditional offer to acquire the Franchise Rights (the "Bid") in accordance with the terms of the ITT. We confirm that: . Each element of this Bid has been formulated with regard to, and with a view to successfully achieving, the aims and objectives of BCCI as set out in the ITT; ' Please provide the full name ofthe Bidder. In case ofa Consortium Bid, provide full name ofeach member ofthe consortium . We accept the terms, conditions and requirements without any reservations or amendments contained in the Schedule of Conditions and agree that they will, if required by BCCI, be reflected in a Franchise Agreement in the event that the offer contained in this Bid (as may be amended by agreement with BCCI) is accepted by BCCI; and . No element ofthis Bid is conditional upon any event, fact or circumstance other than the acceptance by BCCI of the offer contained in this Bid. . We confirm and acknowledge that excluded rights as defined in the ITT are not part ofthe bid. , Capitalizedexpressions used in this Bid shall have the same meaning ascribed to them in the ITT. Unless otherwise expressly defined in this Bid. I. INFORMATION RJ,LATING TO BID EVALUATION Please provide full details and supporting documents (where applicable) in respect of the following: l. I Coroorate Structure ofthe Bidder 2 (a) Incorporation Date, Place and Number of the Bidder [the bidder shall provide certified true copies of certificate ofincorporation, memorandum and axticles ofassociation or partnership deed]; (b) Details of shareholding structures and provision of details of corporate entity / details of the sponsors and of any person who owns more than llYo voting shares in the company; (c) Details of the Directors and senior management who will be responsible for operating the Franchise activities; 1.2 Financial Standing 1.2.1 Details of Net Worth of the Bidder as on[date]; z The information required hereunder should also be provided in relation to each member ofthe consortium. 1.2.2 Details of annual tumover as per the latest audited financial statement We have attached the following supporting documents: (a) Certified copies of last 3 years audited accounts; (b) Net Worth Certificate, duly certified by a Chartered Accountant certifzing the 'Net Worth" of the Bidder. 1.3 Details of Tender Security We have submitted to the BCCI the requisite Tender Security as per Section 7.1 of the ITT, the details of which are provided below: Name of Bank: Number and Date of the Bank Draft Amount: 1.4 Terms of Consortium Arrangements, if applicable Where the Bid is submitted by a Consortium the relevant terms of the Consortium afiangement must be provided herein. ) CONT'IDENTIALITY 2.1 "Confidential Information" means all information in whatever form (including, without limitation, written, oral, visual or electronic) relating directly or indirectly to the content of the discussions and negotiations between BCCI and the bidder relating to this Bid and/or any Franchise Agreement, the fact that the parties axe discussing and/or negotiating this Bid and/or any Franchise Agreement and the status of those discussions or negotiations, the existence, nature and terms of this Bid, or any subsequent negotiations, agreements or arangement relating thereto, and all information (whether of a technical nature or otherwise) relating to the business or affairs of BCCI (or its Commercial Partners, or associated I JO @ ffiF@ or subsidiary entities) as may be communicated to us during the tender process and anv subseouent negotiations. 2.2 We agree to keep confidential, and shall not disclose to any person (including, without limitation, the press and media), any and all Confidential Information which has been, or may be, disclosed to us by, or on behalf of, BCCI except insofar as the Confidential Information: (a) is required by a person employed or engaged by us in connection with the preparation of our Bid(s) or the negotiation or proper performance of the Agreement; or (b) is required to be disclosed by law or by applicable regulation, or any valid order of a court of competent jurisdiction, or at the request or direction of any governmental or regulatory authority or agency. Without prejudice to the foregoing and unless BCCI chooses otherwise, we covenant with, and undertake to, BCCI that no announcement or statement howsoever relating to our Bid(s), the Franchise Agreement or our discussions or negotiations with BCCI in relation thereto shall be made by us, or on our behalf, without the prior written approval ofBCCI (such approval to be given or withheld at BCCI's sole discretion). Any disclosure of Confidential Information permitted under this paragraph 2 shall be in confltdence, and shall only be to the extent that any persons to whom the information is disclosed need to know the same for the performance of their duties. We shall procure that all such persons are aware of, and comply with, such obligations of confidentiality. z.) We hereby undertake to BCCI to use the Confidential Information solely in connection with the preparation of our Bid(s) and not otherwise for our own benefit or the benefit of any third party. 3. GENERAL 3.1 We acknowledge that we are solely responsible for all costs, expenses and liabilities incurred by us in the preparation and submission of this Bid, any responses to requests for further information by BCCI and/or its associates and any negotiations with BCCI and/or its associates following receipt by BCCI of this Bid (whether or not any Agreement is entered into by us)' ).2 We warrant, represent and undertake to BCCI and its associates that: (a) the information contained in this Bid and otherwise provided to BCCI and/or its associates during the tender process is, and shall be, complete and accurate in all respects and is not, and shall not be, false or misleading in any way; and 13'7 (b) if, following submission of this Bid there are any changes in our circumstances that may affect any of the information contained in this Bid, we shall promptly notiff BCCI in writing setting out the relevant details in fuIl. . 4. GOVERNINGLAWANDARBITRATION . 4.1 We acknowledge and agree that our Bid and the entire tender process shall be governed by, and construed in accordance, with the laws of India. 4.2 Any disputes arising in connection with our Bid and the tender process (or any part thereof) shall be . I resolved in accordance with Section 14 of the ITT. For and Behalfof' ' Name =- Designation !. . Date SCI{EDULE 4 AFFIDAVIT TO BE ATTESTEDAIOTARZED ON YOUR COMPANY'S LETTERFIEAD AFFIDAVIT 3 To be signed by the Bidder and each Consortium Member, ifapplicable " ' I, fName of Authorized Representative], [Desigaation of Authorized Representative] of fName of Bidder] having affirm and state as follows: r+. 'my office at [Address] do hereby declare solemnly l. I solemnly state and declare that I am providing the tue and correct details of the Bidding Company for 'i -. ' the purpose ofthe Tender as required by the Invitation to Tender' 2. I stile that the contents of the bid, affldavit is tue and conect to the best of my knowledge based on the original records maintained by the company. I further declare that no material information has been concealed. 1; List of Annexure: -j *t .l $, ; {. .l )) t - Solemnly affirmed at f . / lv- r On this dav of ) SCIIEDT]LE 5 f. $; FRANCHISE AGREEMENT j' SCHEDULE6 f. REGULATIONS ( 139 26. To Approve Operational Rules for the IPL * AG Draft 2: 15 October 2OO7 Dated 2007 Operational Rules for the Indian Premier League Contents Glause Page SECTION 1:DEFINITIONS/INTERPRETATION ''''''..3 1 2 3 4 5 6 7 SECTION 2: FRANCHISEE AND TEAM OBLIGATIONS - GENERAL """...... '...... '."6 1 Effect of Operational Rules ...."'...... 6 2 Obligation to Compete ...... 6 3 Indemnity...... 6 4 5 6 7 8 9 Compliance with Laws of Cricket - Grounds """"8 10 Financial Records and Insurance...... "....."...... 8 11 Set-off ...... 8 12 Franchisee Insolvency or Change of Control"...... 9 13 [New Franchisee Criteria and Process ....'.'."""'10 SECTION 3: COMPETITION RU1ES...... 12 SECTION 3,A: RULES OF THE COMPETITION '...... '...... ""12 1 2 3 4 5 6 7 8 I 10 11 12 Suspensions by other authorities.. '.....'....'.'...."..15 13 Playing strip...... 15 14 Medical Requirements...... """'15 SECTION 38: MATCH DAY RULES ""...... '...... '...... '16 1 Abandonment of Matches ...... 16 2 Postponement of Matches. ....'..'...... 16 3 Laws of Cricket. ."""""'16 4 Ground...... 16 5 Late Start...... '.."'16 6 Equipment and Clothing .."'...... 17 SECTION 4: PLAYERS """18 SECTION 4A PLAYER REGISTER, REGISTRATION & CONTRACT TYPES ...... ,...... 18 1 Register of Players...... 18 2 Contract Players and Out of Contract Players...... '...... 18 LD/07\306867 3 Playing Contracts...... 18 4 Operational Rules bind Players """18 SECTION 48: REGISTRATION & TRANSFER OF PLAYERS..'.."..... """""'20 1 Requirement to Register """"""""'20 2 Procedure for Registering Players.:...... """"""""""'20 3 Number of players on Player Register .'....'....""20 4 Removal from Player Register ...... 21 5 Approaches to/by Players ...... '...... 21 6 Default of Payment under Player Contract """"21 7 Registration of Injured Players...... """"""""""'21 SECTION 4C: OVERSEAS PLAYERS, UNDER 21 PLAYERS AND DESIGNATED PLAYERS ...... 23 1 Definition of Overseas Players...... """""23 2 Limit on number of Overseas Players ...... "23 3 lmmigration status...... """""""""23 SECTION 4D: GENERAL RULES RELATING TO PLAYERS ...... """' """'24 1 Loss of Player Benefits...... """""""24 2 Employment of Players in other capacities """"24 3 Disputes between Franchisees and Players"..... """""""""'24 SECTION 5: OFF1C1A1S...... """'25 1 Directors & Other Officia1s...... """""""""25 2 Franchisee Employees .."""""""""25 3 List of Coaching, Medical & Support Staff ...... "... """""""""25 4 [Qualifications.. """"""'25 5 Official Register...... """"""'25 6 Ground Safety Officer...... """"""'26 SECTION 6: UMPIRES AND OTHER MATCH OFFICIALS """"27 4 Umpiring ------...... 27 2 Umpires ...... "...... '...... 27 3 Match Officials bound by Operational Rules...... 27 4 Match Officials' Sponsorship ...... 27 SECTION 7:AGENTS """"27 SECTION 8-DISCIPLINARY """""""'28 1 Applicable ICC Regulations..'."..... """"""""""'28 LD/07\306867 SEGTION 1 : DEFINITIONS/INTERPRETATION Definitions 1.1 In these Operational Rules (unless the context requires otherwise) any terms defined in the Governing Rules shall bear the same meaning in these Operational Rules and the following expressions shall have the following meanings: BCCI means the Board of Control for Cricket in India Champions Tournament means the competition to take place between the winner(s) of the League and the winners of equivalent Twenty20 cricket competitions which are staged in other countries and which it is anticipated shall take place in October (or such other time as may be) notified to the Player) Game means the game of Cricket Governing Council means the persons who shall operate IPL in accordance with the Governing Rules Governing Rules means the document adopted by the Governing Council of the IPL as its Governing Rules, as amended from time to time in accordance with its terms Ground means a venue at which a Team plays its home matches including any surrounding land or facilities owned or controlled by a Franchisee directly or indirectly; which is notified to the IPL in accordance with Section 2 "lPL" shall mean the unit of BCCI established to operate the League, known as Indian Premier League Laws of Cricket means the Laws of Cricket (2000 Code: 2nd Edition 2003) or such further revisions thereof as may come into force from time to time under an ICC Regulation or adopted by the Marylebone Cricket Club and as varied by the ICC Standard Twenty2O International Match Playing Conditions, 1 October 2007 versionl League means the Twenty20 cricket league which has been established by IPL and which shall take place in April/May of each year (or such other time as may be determined by the Governing Council), details of which are set out in Section 3C and which is the subject of these Operational Rules Match means any Cricket match in the League or in the Champions'Tournament Match Official means any of the following: (a) Umpires; (b) Referee; (c) Scorers t There are two versions of the ICC Twenty2O rules, the standard international and the world Twenty20 Championship ones. The world championship ones have the rules for the group stages and super 8s as well as specified brands of balls. We suggest that the standard version is used and the world Twenty2O championship ones are only used for scoring and determining table position (see para 5 of Section 3A). LD/07\306867 (d) [any others?] Operational Rules means this document adopted by the IPL as its operational rules, as amended from time to time by the Governing Council in accordance with the terms of the Governing Rules and the Operational Rules person means any individual, company, partnership, unincorporated association or other entity of any kind person subject to the Operational Rules means any Franchisee, any Team Official, any Match Official, any employee of or any person serving in an official capacity with a Franchisee or any Player player means a person who has been registered as a player with the IPL or who has indicated that he wishes to be registered as such ,,Season" means the period of time in each year during which the League shall take place together with, if the Team qualifies, for it, the period of time during which the Champions Tournament shall take Place Team means any Team which is operated by a Franchisee which may be invited to take part in the Competitions from time to time in accordance with the Operational Rules and the Governing Rules Team Official means any director, secretary, officer, employee or duly authorised (express or implied) agent of a Team or Franchisee Headings The headings in the Operational Rules are for convenience only and are not intended to affect, interpret, define, control or alter the meaning scope, intent or interpretation of the Operational Rules or any provision of them. Enactments References in these Operational Rules to any enactment, order, regulation or statutory provision shall be construed as references to those enactments, orders, regulations or provisions as respectively amended, extended or re-enacted from time to time after the coming into force of these Operational Rules. Interpretation plural and 4.1 Unless the context requires otherwise, the singular shall include the and vice versa the masculine shall include the feminine and neuter and vice versa. 4.2 References to sections or paragraphs are to sections and paragraphs of these Operational Rules. 4.3 ln the event of any conflict between the terms of the Governing Rules and the terms of the Operational Rules, the Governing Rules shall prevail. Notices where they are 5.1 Notices and other communications under these Operational Rules shall, required to be in writing, be sent by first class prepaid mail or facsimile transmission LD/07\306867 addressed to the recipient at its notice address, and will be deemed to have been communicated upon the date of actual delivery in the case of facsimile transmission and in the case of a letter two working days following postage' 5.2 All notices and correspondence concerning any matters under these Operational Rules and other matters connected with the IPL shall be addressed to the IPL at its principal place of business from time to time. 6 Amendments to OPerational Rules The Governing Council shall be competent to amend the Operational Rules in accordance with the Governing Rules' 7 Delegation and Omissions 7.1 Any power given to the Governing Council by these Operational Rules may be delegated by the Governing Council to the Chairman and/or the Executives or to any individual or individuals together or singly (and whether or not that individual or those individuals are Executives) either generally or in any specific circumstances' 7.2 The Governing Council in its absolute discretion as it thinks fit shall determine any matter that may arise in connection with the League for which no provision has been made within these Operational Rules. LD/07\306867 SECTION 2: FRANCHISEE AND TEAM OBLIGATIONS - GENERAL Effect of Operational Rules Participation in the League is deemed to be acceptance by the Franchisee of and agreement to be bound by and subject to the Operational Rules (including but not limited to those relating to discipline or misconduct), the rules and regulations of any body of which the BCCI is a member including without limitation the lCC, the terms of any agreement entered into by the BCCI/lPL in relation to, the Laws of Cricket, and the jurisdiction of the lPL. Obligation to Gompete 2.1 Each Franchisee shall procure its Team shall compete in the League. In the event a Team finishes in a qualifoing place for the Champions' Tournament, the relevant Franchisee shall procure that its Team shall compete in the Champions'Tournament2. 2.2 A Team shall not play any match other than a Match at any time without the associated Franchisee receiving the prior written approval of the Governing Council. Indemnity Each Franchisee agrees to indemniff the IPL and BCCI (together with its officers, employees and contractors) from and against any and all costs, damages, losses, expenses and/or claims (including but not limited to claims for loss of profit or income) which may be made by o any third party and which are a consequence whether directly or indirectly, of the fact that the Franchisee has not complied with its obligations under the Operational Rules (whether wilfully, negligently or otherwise howsoever) and whether or not such loss was foreseeable by the lPL, BCCI and/orthe relevant Franchisee atthe time of the Franchisee's agreementto be bound by these Operational Rules. Team Name A Franchisee shall not adopt a Team name or title which implies that it is representing, either wholly or in part, a state or city or any area nor shall it alter its name from that specified in the schedule unless, in either case, authorised to do so by the Governing Council. Ground Regulations 5.1 Each Franchisee shall formulate and maintain in force ground regulations, which must be in accordance with such instructions as the IPL may give from time to time. The ground regulations are required to state that each entrant to the ground must comply with the regulations and these Operational Rules. Each Franchisee shall: (a) ensure that such regulations are notified to the IPL at least one month prior to the start of each Season and upon each occasion when amendments are made to them; and (b) at least one month prior to the start of each Season supply a copy of a current ground safety certificate to the IPL and advise the IPL in writing forthwith if such certificate is amended or revoked.3 Further details as to the Champions'Tournament to be added when these are known. Does Indian law have the concept of a ground safety certificate for sporting venues? LD/07\306867 Minimum Ground Requirements 6.1 Each Franchisee shall comply with the Minimum Grounds Requirements issued by the Governing Council from time to time which shall as a minimum mean that without prejudice to any other provision of these Operational Rules, each Franchisee agrees to ensure that its Ground and facilities comply with all rules, regulations, statutes or any other rules which have the force of law in the state in which the team plays its home matches and which relate to health and safety and safety of spectators at sports grounds. Such regulations and statutes in lndia shall include (but not by way of limitation) ,llist applicable lndian sfafufesla. 6.2 In addition to the provisions set out above, the Governing Council shall have power to make, and each Franchisee agrees to comply with, additional rules and regulations relating to the standard of Grounds (including but not limited to their capacity, seating accommodation, playing area, security, dressing rooms, car parking, segregation of spectators) or any other matter whatsoever. The Governing Council may upon complaint by the police or other government official, any Match Official or other Franchisee give instructions to a Franchisee as to the conduct of operations at or conditions at its ground, whether such instruction requires structural work to be carried out or not. 6.3 All objections under these Operational Rules relating to the Minimum Grounds Requirements must be sent to the Governing Council. The Governing Council may cause the Ground of a Franchisee to be inspected at any time and if the report it receives makes the Governing Council consider the ground is unsuitable or unsafe it may refuse to allow a Match or Matches to be played thereon and/or may order the Franchisee concerned to undertake such o alterations and/or improvements as it thinks fit. Change of Ground 7.1 No Franchisee shall change permanently the Ground where its Team normally plays home Matches during the Season unless: (a) exceptionalcircumstances can be shown to exist; and (b) without both first giving 30 days' prior written notice to the Governing Council (ineluding the information detailed in paragraph 7.4); and (c) obtaining the prior written consent of the Governing Council. There shall be no appeal from the Governing Council's decision. 7.2 No Franchisee shall change temporarily the Ground where its Team normally plays home Matches without the prior written consent of the Governing Council. 7.3 The Governing Council shall be entitled to require a Franchisee to produce such documents or things and procure the attendance of such individuals as it may reasonably require in order to assist in making its decision in paragraphs 7.'1 or 7.2 above. 7.4 At the same time as the Franchisee notifies the Governing Council of its intent to change Ground pursuant to Section 2, paragraph 7.1(a) above), it must prove to the reasonable satisfaction of the Governing Council that the new Ground complies with the Minimum Grounds Requirements and all relevant legislation in force from time to time and these Applicable Indian statutes to be added. LD/07\306867 Operational Rules. For the avoidance of doubt, compliance with these standards shall not mean the Governance Council is obliged to grant the application. 7.5 In the event that the Governance Council consents to a Franchisee temporarily or permanently changing its Ground in accordance with paragraphs 7.1 or 7.2 above, the Governing Council shall be entitled to impose such reasonable sanctions and/or conditions (financial or otherwise) on the Franchisee as it considers fit. Gontractual Obligations - Grounds 8.1 Each Franchisee shall ensure (and shall prove to the Governing Council on request from time to time that: (a) it can play at its home Matches at its Ground; (b) it can meet the reasonable requirements of IPL appointed broadcasters and sponsors notified to it by IPL from time to time; (c) it can hold Matches at its Ground on the dates and times scheduled by the Governing Council in the agreed fixture list at the start of each Season. Gompliance with Laws of Gricket - Grounds 9.1 The Grounds, including without limitation the wicket, the creases, the pitch and the playing area, must be in a fit playing condition (in the appropriate Match Official's opinion) and must comply in all respects with the Laws of Cricket and with the Minimum Grounds Requirements. 10 Financial Records and Insurance 10.1 Each Franchisee shall submit to the IPL within 21 days of publication and, in any event, on demand if so requested, a copy of its audited balance sheet(s) and profit and loss account(s) and any other financial records which the Governing Council may require from time to time. 10.2 The IPL requires Franchisees to file the full statutory accounts within the timescale(s) specified by all applicable legislation from time to time. 10.3 Each Franchisee shall ensure that it has in place adequate policies of medical insurance in respect of its own Players, public liability and employers liability insurance to cover itself (including all non-playing staff), and all spectators who attend its ground from time to time together with cover against any property owner's liability risks. 11 Set-off Whenever any sum of money shall be recoverable from or payable by any Franchisee to the IPL (or any other Franchisee or to any Person subject to the Operational Rules) including but not limited to fines, costs, awards or decisions made under these Operational Rules, then the same may be deducted from any sum then due or which at any time thereafter may become due to that Franchisee arising out of these Operational Rules or any other contract with the IPL or with any other Franchisee. The exercise by the IPL of its rights hereunder shall be without prejudice to any other rights or remedies available to the lPL. LD/07\306867 12 Franchisee Insolvency or Change of Gontrols 12.1 In the event of a Franchisee ceasing to be a Franchisee upon notice from the IPL by virtue of a termination right in the applicable Franchisee Agreement arising on a Change of Control or Insolvency Event and such right being exercised, the Governing Council at its absolute discretion, shall have the right to readmit the Franchisee and its Team or admit a new Franchisee and its Team as a Franchisee on any terms as it sees fit, which for the avoidance of doubt, may include financial, administrative and/or sporting sanctions. In the event of the Franchisee Agreement continuing as a result of such termination right not being exercised the Governing Council may determine that this shall be deemed to continue to subsist as if the Franchisee had not triggered such termination right under its Franchisee Agreement at all. The Governing Councilwill from time to time set out policy for the exercise of its discretion but is not bound by such policy or precedent decided under such policy or previous policy and the Governing Council shall be entitled to amend any policy with immediate effect. 12.2 The Governing Council has the right (but not obligation) to stipulate in advance of any Change of Control of Insolvency Event, whether or not a Franchisee will be readmitted or a new Franchisee admitted in such circumstances and to stipulate what terms it will apply. 12.3 An Insolvency Event shall occur if: (a) the Franchisee is deemed unable to pay its debts within the meaning of lrelevant Iegislationl; (b) any petition is presented or any demand under [relevant legislation] is served on the company or an order is made or resolution passed for the winding up of the company or a notice is issued convening a meeting for the pupose of passing any such resolution; (c) any petition is presented for an administration order or any notice of the appointment or of intention to appoint an administrator of the company is filed in court or an administration order or interim order is made in relation to the company, (d) any administrative or other receiver or manager is appointed of the company or of all any part of its assets and/or undertaking within the meaning of lrelevant legislationl or otherwise or any other step ls taken to enforce any encumbrances over all or any part of the assets and/or undertaking of the company; (e) any step it taken, or any negotiations are commenced, by the company or its directors, with a view to proposing any kind of composition, compromise or arrangement involving the company and any of its creditors, including but not limited to a voluntary arrangement under lretevant legislationla or any of the foregoing occur under any analogous legislation anywhere else in the world. 12.4 "Control" shall for the purposes of the Operational Rules shall mean in relation to a Franchisee the direct or indirect power of a Person to secure that such Franchisee's affairs are conducted in accordance with the wishes of that person: This section needs to be tied into the appropriate sections in the Franchisee Agreement and needs to prevent Franchisees using insolvency procedures to give unfair financial advantage by writing off accumulated debt. Change of Control (or selling a franchise, may be permitted under the Franchise Agreement in which case it needs to be permitted here. UK lnsolvency Law definition - change to appropriate Indian law definition. LD/07\306867 (a) by means of the holding of shares or the possession of voting power in or in relation to the Franchisee or any other company; or (b) by virtue of any powers conferred on such Person by the Articles of Association of the Franchisee or any other company or any other constitutional documents relating to either of them; or (c) by virtue of any contractual arrangement and a "Change of Control" shall occur if a Person who Controls the Franchisee ceases to do so or if another Person acquires Control of it. 13 tlNew Franchisee Griteria and Process 13.1 The Governing Council may, in its discretion, decide to increase or decrease the number of Teams participating in the League. The Franchisee Criteria that an applicant must satisfy are the attainment of the following standards: (a) Ground facilities as defined by Minimum Ground Requirements); (b) Confirmed evidence of financial stability, as proved through upto-date audited accounts. 13.2 lf the criterion in paragraph 13.1(a) has been satisfied as above any Franchisee wishing to enter the IPL must demonstrate by a date not later than 6 months before the start of the Season that it can meet the Franchisee Criteria by submitting a Franchise Application to the Governing Council in such form as it may from time to time prescribe and detailing a business plan showing either how it achieves or how it will achieve the following criteria: (a) staffing roster of administrative, coaching and medical personnel, together with details of qualifications and brief curricula vitae for key appointments, and outline of management structure from Board of Directors downwards; (b) roster of players currently contracted, with summary of contract details including total salary costs and details of further recruitment plans; (c) balance sheet and financial forecasts (including cash flow forecast, and income and expenditure forecast) and budgets for all cost centres of the Franchisee, for short, medium and long terms, together with confirmation of the Franchisee's capital structure: (d) details of the Ground, with terms of occupancy, audit of existing facilities against the requirements of the Minimum Ground Requirements and, where appropriate, plans for development incorporating prioritisation, timetables and outline of project funding and cost centre budgets; (e) marketing plan, incorporating PR, promotions and sponsorship, definition of catchment area, target audience, historic evidence, objectives, action plans, performance indicators, staffing, resources and budgets, for short, medium and long terms.l 7 This would apply to replacements or an expansion of the League. Do we need to include here or will admission be at the discretion of the Governing Council? LD/07\306867 10 SECTION 3: COMPETITION RULES SECTION 3A: RULES OF THE COMPETITION Laws of Gricket Each Franchisee shall ensure that all Matches in which it participates shall be played in accordance with the rules of the League and the Laws of Cricket. Start and end of Season The Governing Council shall determine the date of the start of the Season and the date on which it shall end in each year. The League shall generally take place in April / May each year and the Champions'Tournament in September each year. Fullstrength Each Team shall play its full strength in all Matches unless some reasonable and satisfactory reason is given otheruvise. In the event any explanation given by a Franchisee for not playing at full strength is not reasonable and satisfactory the Governing Council shall refer the matter to IPL Disciplinary Committee which shall have the power to impose such penalty as it thinks fit. Name, Management and Structure of the League 4.1 The name of the League shall be decided by IPL and at the outset shall be the Indian Premier League. 4.2 Subject as set out in the Operational Rules, the management of the League shall be vested entirely in the lPL. Match times shall generally be in the evening commencing on or after 7.00pm. 4.3 The League shall constitute one division the format of which shall be decided from time to time by IPL in accordance with the Operating Rules and the Governing Rules. The IPL may in its discretion add further Franchisees and Teams at the beginning of a Season. The format for the first Season is for one division of eight Teams, each of whom shall play seven home and seven away fixtures against each other Team (a fifty six game regular season) in the League to determine the four Teams which comprise the finalists. The first placed team of the finalists at the end of the regular Season shall at its home Ground play the fourth placed team in the first semi-final and the second placed team shall at its home Ground, teams play the third placed team in the second semi-final. The winners of each semi-final shall play in the grand final to determine the winner of the League for that Season.s 4.4 There shall be no promotion or relegation from the League. Table and Fixtures 5.1 The league competition table for the League shall be compiled by the lPL, the positions in which shall be determined by the number of points gained with points being awarded as follows: 2 points for each Match won; u How many Teams qualifo for the Champions' Tournament? LD/07\306867 12 1 point for each Match with no result (each Team); and 0 points for any Match lost. 5.2 The Team with the highest number of points shall be at the top of the table and the Team with the lowest shall be at the bottom. Where Teams have an equal number of points their relative positions shall be determined by the following: (a) the Team with the most wins in the Matches in the League that Season will be placed in the higher position; (b) if there are Teams with equal points and equal wins in the Matches that Season, then in such case the Team with the higher net run rate (as calculated in Rule 21.8.5 of the ICC World Twenty20 Playing Conditions 2007) will be placed in the higher position; (c) if following the net run rate calculation above there are Teams which are still equal, then the Team with the higher number of wickets taken per balls bowled in the Matches played that Season in which results were achieved will be placed in the higher position; (d) if still equal at the end of the regular Season then the Team position will be determined by drawing lots. 5.3 lf the final and semi-finals Matches of the League are tied or there is no result, the following shallapply; (a) Tied Match - the Teams shall compete in a bowl out to determine which Team is the winner of the Match in question (the procedure for a bowl out to be as set out in Appendix 8 of the ICC World Twenty2O Playing Conditions 2007)', (b) No result - the Teams shall compete in a bowl out to determine the winner. Fixtures 6.1 lf a Team fails to complete any of its fixtures for whatever reason the result of matches played and/or unplayed shall be determined by the Governing Council. 6.2 Each Franchisee shall play its "home" Match on its Ground and its "away" Match on its o opponent's Ground unless the Governing Council consents to or directs any other arrangement. 6.3 The IPL shall compile a fixture list for the League and the copyright in such fixture list shall be vested in lPL. The Franchisees shall be allowed 7 days to submit observations on such fixture list. After consideration of the same the Governing Council shall publish the fixture list incorporating such amendments (if any) as it considers appropriate. Such fixture list and the fixtures contained therein are to remain unalterable without the prior written consent of the Governing Council. 6.4 The Governing Council shall have power to amend fixtures where it considers it necessary to do so from time to time which shall include the power to direct that Matches shall be moved so as to be played on the same date and at the same time as other matches to ensure that the integrity of the League is protected. 6.5 Any disputes relating to the venue, time and date of any Match shall be determined by the Governing Council in its absolute discretion o LD/07\306867 13 Availability of Ground Each Franchisee agrees to allow its Ground and/or facilities to be used for a Match/Matches between two other Franchisees in the League if the Governing Council so directs. When a Match is played on a neutral ground, a commission may at the discretion of the Governing Council (up to a maximum commission of ten per cent) be deducted from net gate receipts or paid to the Franchisee upon whose ground the Match is played, but members and spectators of such Franchisee shall not be allowed any discount over and above those available in relation to tickets on general sale. Objections to Results A Franchisee wishing to object to the result of a Match in which it has played shall: (a) Send a facsimile letter to the Governing Council and to the opposing Franchisee within 24 hours of the termination of the Match stating : the full grounds on which the objection is made; and the Operational Rule under which it is laid. (b) The Governing Councilwill hear the objection and may decline to consider any matter not stated in the letter referred to in paragraph 8(aXi) above and can if the objection is not sustained. For the avoidance of doubt, a Franchisee shall not be entitled to object to a result on the grounds of an Umpire's decision(s), and the imposition of a fine or other penalty on a Franchisee pursuant to these Operational Rules shall not preclude a Franchisee from objecting to a result of a Match under this Operational Rule. Trophies and Medals lWhat trophies and medal will be awarded?l 10 Programmes 10.1 A programme must be produced by the home Franchisee for each Match. Such programme must set out accurate details of both Teams selected and substitutes and the IPL may require that the programmes contain such representations on the front and back covers as it requires may be afforded to any IPL Sponsor of the League from time to time. Each Franchisee shall ensure that its programmes do not contain material which, in the opinion of the Governing Council is defamatory and/or brings the Game into disrepute and/or infringes the Operational Rules. 10.2 Each Franchisee agrees that the IPL shall have the right to include in any programme two full- page advertisements and/or notices and agrees to incorporate such advertisements, notices and sponsor's credits as the IPL may reasonably direct' 11 Team declaration sYstem Franchisees shall comply with the Team Declaration System as set out in the Laws of Cricket from time to time. Failure to comply may be a breach of the Operational Rules. LD/07\306867 14 12 Suspensions by other authorities Any persons under suspension by the governing body of any other sport, or by a Cricketing authority other than the BCCI or lPL, shall not be allowed to play in Matches or any other matches organised by IPL without the express written permission of the Disciplinary Committee as set out in Section 8 or to hold a post as a Team Official without the express written permission of the Governing Council. 13 Playing strip 13.1 Each Franchisee shall submit to the Governing Council for approval by the date specified from time to time by the IPL and in any event before the same is produced for use in Matches or for resale to the public, the playing strip form prescribed by the Governing Council from time to time and which contains full details of their playing strip and alternative strip for the forthcoming Season which shall comply with the ICC Clothing Equipment Regulations applicable to ODls in accordance with and subject to Section 8 of these Operational Rules. 13.2 Upon approval being given to the Strip, the Franchisee shall not make any alterations or addition thereto in any way during the Season without the prior written consent of the Governing Council. 13.3 Registration of the Strip may be refused if the whole or any part of it contains material that is offensive or should not be permitted to be used in any televised game or if the size, number or positions of the logo on the Strip exceeds that referenced to above or if in the opinion of the Governing Council the principal and alternative playing strips do not consist of different base colours. 13.4 In any televised Match the Franchisee participating shall ensure that its Team's Strip is the one authorised and shall be made available to any television producer prior to the Match. lf a jersey is damaged during the course of the Match it shall be immediately replaced with a similar jersey containing the same number that was worn prior to its replacement. 13.5 In the event a strip clashes with that of the home Team (and the Umpire shall be the final arbiter), the visiting Team must change. 14 Medical Requirements [DN : BCCI to confirm medicat requirements]e BCCI to confirm medical requirements, e.9., doctor at Ground during Matches and t hour either side. LD/07\306867 15 SECTION 38: MATGH DAY RULES Abandonment of Matches It shall be up to the Umpire to determine as to whether or not a Match should be abandoned. lf it is abandoned the Laws of Cricket shall be applied to determine if a result can be decided. The Match will be re-scheduled as directed by the Governing Council. The decision of the Governing Council in relation to such matters shall be final. Postponement of Matches 2.1 lf a Match cannot go ahead as scheduled or in the case of a postponement or in the case of a dispute, the Governing Councilwill decide when and where the Match will be played. 2.2 Any Franchisee refusing or failing to play on the published date unless the Umpire has stated that the ground is unfit for play shall be guilty of misconduct and shall be punishable by way of fine or otherwise pursuant to Section []10 of these Operational Rules. The Governing Council shall decide whether the Franchisee refusing or failing to play shall forfeit the Match or whether the Match shall be replayed, and if it is to be replayed the Governing Council shall determine the venue, date and start time. 2.3 In the event that the home team suspects that it Ground will not be fit for play owing to weather conditions or any other cause, the home Franchisee must immediately call an Umpire who is on a list approved by the IPL to carry out ground inspections to inspect the Ground. lf the Umpire states the Ground is not fit for play and in his opinion, there is no chance of it being so fit for start of play, then the match should be postponed and that decision must be communicated to the visiting Franchisee, the IPL and to the media immediately. Laws of Cricket The Laws of Cricket and the applicable ICC Regulations (in accordance with Section 8) shall apply to each Match. 4 Ground It shall be the duty of the Umpire at every Match under the control of the lPL, to ensure that the Grounds and pitch are fit for play and are in accordance with these Rules and the Laws of Cricket. lf a Ground and/or pitch is not fit for play, an Umpire may refuse to allow a match to be played on such Ground. Late Start 5.1 Each Franchisee shall ensure that all members of its Team are at the Ground at which the Match is to be played in good time before the scheduled start time. 5.2 Each Franchisee shall ensure that its team is ready to take the field as and when directed by the Umpire. Each Franchisee acknowledges that a late start may have contractual consequences for the IPL in relation to its broadcasters. The Franchisee at fault for the late Reference to be added to the disciplinary procedures LD/07\306867 16 start of any Match shall be guilty of misconduct and shall be punishable by way of fine or otherwise pursuant to Section [ ] of these Operational Rules11. Equipment and Clothing 6.1 The balls to be used in Matches shall be as supplied by the IPL before the commencement of the Match and must be of the type specified by and comply with the requirements of the IPL and the Laws of Cricket from time to time. 6.2 No player shall wear any clothing, protective equipment or other garment in any Match, warm up, warm down, pre match presentation or trophy presentation, post match interview or otherwise connected with a Match unless it has been approved in advance by the IPL and complies with the applicable ICC Regulations (as specified in Section 8). Each Franchisee shall make all of its players available for kit and equipment checks before the Match and at any other time on Match day as reasonably required by an appointed Umpire. 11 Interaction with disciplinary procedures to be added LD/07\306867 17 SECTION 4: PLAYERS SECTION 4A PLAYER REGISTER, REGISTRATION & CONTRACT TYPES Register of Players 1.1 The IPL shall maintain a register of Players and Out of Contract Players (Register) stating whether they are Contract Players or Out of Contract Players. The IPL shall divide the Register into sub-sections which will represent each Franchisee's list of registered Players and Out of Contract Players (Player Register). 1.2 No Player shall be entitled to be registered with more than one Franchisee. Contract Players and Out of Contract Players 2.1 A Contract Player is a Player who has entered into a Playing Contract which is current and not expired or terminated. 2.2 An Out of Contract Player is a Player whose contract with the Franchisee with whom he is registered has expired and who has been offered but has not accepted or signed a new contract with the Franchisee. Playing Contracts 3.1 Playing Gontract shall mean a full-time contract between a Franchisee and a Player in the form from time to time prescribed by the Governing Council. No other form of contract will be accepted by the lPL. 3.2 Each Franchisee shall ensure that each Playing Contract to which it is party shall record all financial benefits or benefits in kind that the Player may receive including but not limited to image rights agreements (whether or not the Player is a beneficiary of such image rights agreements). Allvariations to the Playing Contract made during its term must be lodged with the IPL within seven days of the variation being agreed. No Playing Contract shall be permitted to be registered where the basic salary payable to a Player (excluding win bonuses and other discretionary payments) is less than US$50,000 per Season. 3.3 A Player is responsible for notifying the Franchisee of any changes to his home address immediately and the Franchisee is responsible for informing the IPL of the change immediately. 3.4 Each Franchisee shall, within forty-eight hours of signature thereof, notify the Governing Council in writing of the conclusion of or renewal of any Playing Contract with a Player or the signing of a Playing Contract with a Player not already on the Franchisees' register of Players and shall enclose a copy of each such contract with the notification concerned. Operational Rules bind Players A Player shall be registered with the IPL upon submission of a correctly completed Player Registration Form and other documents as set out below or as required from time to time and shall be bound by the Operational Rules from the date the Form is received by the lPL. To be removed from the Register and to be no longer bound by the Operational Rules a Player must provide written notice of his desire to be removed from the Register. Such de-registration will LD/07\306867 18 SECTION 48: REGISTRATION & TRANSFER OF PLAYERSI3 Requ irement to Register 1.1 A Franchisee shall not allow a Player to take part in any Team training programme or to play for it in a Match, unless that Player is on its Player Register. Any Franchisee who plays or trains an unregistered Player shall be guilty of misconduct and shall be dealt with by the Operational Rules Tribunal under Section [ ] below.la 1.2 A Player shall only be deemed to be on a Franchisee's Register of Players upon receipt by the Franchisee of the acknowledgement of registration from the lPL. Acknowledgement confirms that the Player has been registered with the IPL but he is not entitled to play until such time as all other relevant Operational Rules and regulations have been met. 1.3 Refusal of Registration The IPL shall be entitled to refuse registration of a Player or refuse to accept a Playing Contract, Playing Contract renewal, variation or extension in any of the following circumstances: (a) the Governing Council reasonably believes that the Franchisee concerned owes money to the IPL or another Franchisee which has not been duly paid; or (b) the Governing Council reasonably believes that to accept the registration or contract may bring Cricket into disrepute or may adversely affect the integrity of any League; or (c) the Governing Council reasonably believes that the Player is under a relevant suspension or ban imposed by the lPL, BCCI, ICC or another governing body of any sport in any part of the world. Procedure for Registering Players A Player who is not currently on a Franchisee's Player Register shall be registered by the Franchisee and the Player completing in full and submitting to IPL the official registration form (as prescribed by the Governing Council from time to time) and by the IPL providing an acknowledgement of registration as detailed above. The registration form must be accompanied by such other supporting documents as the Governing Council may require from time to time which in cases of first registration may include the Player's birth certificate, details of any transfer fee, any work permit application and clearance, and the Players Contract signed by both Franchisee and Player. Number of players on Player Register No Franchisee shall at any time have more than pl15 players on its Player Register. lf it does so, it shall be guilty of misconduct. 13 This section may change if there is a central pool of available registered players subject to a draft system 14 Disciplinary procedures to be in with existing BCCI procedures. t5 Insert maximum numbers of players in squad. LD/07\306867 20 Removal from Player Register 4.1 A Player's name shall be immediately removed from the Player Register for a Franchisee and placed on the Register of Out of Contract Players by the IPL as set out below: (a) in the case of Players who are not under a current Playing Contract, on receipt by the IPL of a written request to remove the Player from the Player Register by the Player or the Franchisee in the following circumstances: in the case of a Player whose Playing Contract has expired or been terminated and who has not been offered a new contract: or in the case of a Player whose contract has expired or been terminated and who has been offered (but has rejected) a new contract by the previous Franchisee to whom he was contracted because the offer is less favourable than the terms of his recently expired (or terminated) contract. (b) in the case of Players with a Playing Contract registered with a Franchisee: by mutual agreement by Franchisee and Player to terminate the contract which has been notified to the IPL which in the case of all players on a contract must be in the form of a compromise agreement; or [in the case of a Negotiated Transfer, on the receipt by the IPL of [appropriate documents] of the documents set out in the Operational Rule a below; o1116 5 Approaches to/by PlayerslT 5.1 A Franchisee or other person acting on a Franchisee's behalf shall not approach any Contract Player directly or indirectly (which shall include statements made to the media) until [rnsert dafel prior to the date upon which the Playe/s contract is due to expire without receiving the prior written consent of the Franchisee to whom the Player is contracted and such consent shall not be unreasonably withheld or delayed. 5.2 A Contract Player or anyone acting on his behalf shall not be entitled to approach another Franchisee until finsed datel prior to the expiry of his current contract. Default of Payment under Player Contract lf the Franchisee is found to be in breach of any payment obligation under a Player's Contract the Governing Council may place an embargo on any registration of Players from any source by such Franchisee until such payment obligation is complied with. Registration of lnjured Players Where a Player's contract has been validly terminated by a Franchisee on the grounds of disability or if he is declared to be permanently disabled by an independent medical practitioner, then he must receive the written consent of such previous Franchisee before he can be placed on the register of another Franchisee and such consent shall not be unreasonably withheld or delayed. ln cases of dispute, the Player or the Franchisee must notify the Governing Council who shall refer the matter to the Operational Rules Tribunal. 16 Are negotiated transfers personable or will this be subject to a draft system? 17 Dependent on transfer system or draft system decided upon if this is needed. LD/07\306867 21 SECTION 4C: OVERSEAS PLAYERS, UNDER 21 PLAYERS AND DESIGNATED PLAYERS1s Definition of Overseas Players 1.1 An Overseas Player is one who cannot produce satisfactory evidence to the IPL that he is a Player that either: (a) is an lndian National; or (b) has another qualification to be a home player. Limit on number of Overseas Players Each Franchisee shall be entitled to register Overseas Players up to the limit on numbers for its Team set out below in each Season. Season Number 2008 onwards 5 Players For the avoidance of doubt, if any Franchisee exceeds the limit at any time, it shall not be entitled to replace any Overseas Player whose contract has expired or who ceases to play for the Franchisee's Team for any other reason, until it complies with the above limit, and it shall be guilty of misconduct. lmmigration status The IPL will not at any time accept a registration application for an Overseas Player nor register the Player until it has received a copy of the Player's work permit, or satisfactory evidence that such a permit is not necessary, in which case the Franchisee must provide a copy of the relevant immigration documentation together with a letter from such Overseas Player's national governing body consenting to his participation in the League. In cases of dispute relating to work permits or other immigration documentation or the need therefore, the f PL will consult linsert name of lndian government body that deals with immigrationl as appropriate. The Governing Council shall take their comments or advice into account but the Governing Council shall be entitled to determine the matter concerned. tu BCCI Press release refers to requirements for Under 21 and Designated Players - we need to understand what the reouirements are for the Teams and add the provisions here LD/07\306867 23 SECTION 4D: GENERAL RULES RELATING TO PLAYERS19 Loss of Player Benefits lf a Player is suspended by any competent body pursuant to these Operational Rules he shall not be entitled to nor able to be indemnified for any benefits under his Playing Contract in lieu of match fees lost. Employment of Players in other capacities No Franchisee shall employ in any capacity (whether as a Director or Team Official or otherwise howsoever) a Player who is on the register of another Franchisee without that Franchisee written permission, which permission shall not be unreasonably withheld. A breach of this Operational Rule, shall constitute misconduct. Disputes between Franchisees and Players Whilst the jurisdiction of the court and tribunals are not excluded, all matters of dispute between a Player and his Franchisee or former Franchisee subject to the dispute being submitted during the period of employment or within three months of the termination of the employment should ordinarily be submitted (by the Player, Franchisee or the Governing Council) to the Operational Rules Tribunal. The Operational Rules Tribunal shall conduct their proceedings in accordance with the procedures and practices under the Player's contract, the Operational Rules and/or as set by the Governing Council from time to time and shall be entitled to award compensation and costs. 'e Much of this may be covered in the ICC/BCCI Code of Conduct for Players which could be incorporated by reference. LD/07\306867 24 SECTION 5: OFFIGIALS Directors & Other Officials 1.1 Each Franchisee shall submit to the IPL prior to the start of each Season a list of Team Officials including its Directors, Company Secretary and any other executive officers. For the avoidance of doubt each Franchisee must have and must name a Chairman who must be one of its Directors. Any Franchisee failing to do so or any Franchisee submitting a false or misleading list shall be guilty of Misconduct. Each Franchisee shall be obliged to ensure that each Team Official bound by the Operational Rules by virtue of their position is aware of and the extent of their obligations under the Operational Rules. 1.2 Within 14 days of the appointment or removal of any director of Franchisee, such Franchisee shall provide written notice to the IPL together with such details as are required to be filed with the Registrar of Companies. 1.3 Each Franchisee shall ensure that each of its directors (and its Chief Executive if he/she is not a director) is entitled under the Operational Rules to take up their post and shall ensure that they are not an undischarged bankrupt and are not prohibited by law from being a Director and do not have any unspent convictions for criminal offences of such nature that the Governing Council reasonably considers him no longer fit to be a Director or Chief Executive. Franchisee Employees All Franchisee must ensure that any contracts of employment entered into with their employees include an obligation not to knowingly breach the Operational Rules. List of Coaching, Medical & Support Staff 3.1 Each Franchisee shall register with the IPL prior to the start of each Season, a list and details of its entire coaching, medical and support staff in whatever format the IPL shall request from time to time and shall list the posts that member of staff will carry out for that season. 3.2 Within 7 days of the appointment or removal of any member of coaching, medical and support staff, the Franchisee shall provide written notice to the lPL. Qualifications Franchisee shall only register coachrng, medical and support staff who have the appropriate qualifications. lt is the responsibility of the Franchisee to ensure that staff have the appropriate qualifications and that those qualifications are up to date. Official Register The IPL shall maintain a Register of Team Officials, which shall include all Directors, Company Secretary, other Executive Officers and all coaching, medical and support staff. Anyone included on the Register of Team Officials or who would be included on the Register of Team Officials but for a Franchisee's or individual's failure to notifu the IPL in accordance with this Section shall be bound by the Operational Rules. To be removed from the Register of Team officials, a person or Franchisee must give six months prior written notice to the IPL and shall remain bound by the Operational Rules until expiry of such notice period LD/07\306867 25 6 Ground Safety Officer Each Franchisee shall ensure that an appropriately qualified and experienced Ground Safety Officer takes responsibility for the safe management of its ground on Match days. 26 SECTION 6: UMPIRES AND OTHER MATCH OFFICIALS Umpiring 1.1 The ICC Umpires Code of Conduct shall apply to Umpires who officiate at Matches and the ICC Code of Conduct for Players and Team Officials shall apply to Referees in each case in accordance with Section 8 of these Operational Rules. Umpires 2.1 Prior to the commencement of each Season, the IPL shall compile a List of Match Officials who are qualified to officiate in the League. In addition, the Governing Council shall determine the fees, travelling expenses and subsistence allowances for each of the said officials and the IPL shall appoint such Match Officials to officiate at any of the Matches which are under the control of the lPL. The Governing Council's decision shall be final in respect of the said List. z.z The name of any Match Official who in the opinion of the Governing Council shall not be giving satisfactory services may be suspended from the List from time to time. The Governing Council shall be entitled to issue guidelines to Match Officials from time to time regarding their performance in Matches and/or their interpretation of the Laws of Cricket. Match Officials bound by Operational Rules 3.1 All Match Officials and anyone registered on the List of Match Officials shall be bound by the Operational Rules and agree to officiate at Matches in accordance with the Laws of Cricket. To be removed from the List of Match Officials and to be no longer bound by the Operational Rules a Match Official must provide written notice of his desire to be removed from the List of Match Officials. Such de-registration will take effect at the end of the Season in which such notice is received by the IPL and the Match Official agrees to be bound by the Operational Rules until that date. 3.2 ln any event, all Match Officials shall be examined as to their suitability and fitness to officiate in accordance with such standards as the IPL may set out from time to time. 4 Match Officials' Sponsorship The Franchisees agree that the IPL shall have the exclusive right and power to enter into all forms of sponsorship, advertising and other commercial contracts relating to Match Officials. SECTION 7: AGENTS [DN.' Does IPL require Players' Agents Rules and Regs or will the player transfer sysfem mean ffiis is not required?1. LD/07\306867 27 SECTION 8 _ DISCIPLINARY Applicable ICC Regulations 1.1 The provisions of the ICC Regulations listed in paragraph 1.2 of this Section (and any further ICC Regulations incorporated into the same by reference) shall apply to the League and the Champions' Tournament and any Person subject to the Operational Rules, and such ICC Regulations shall be deemed modified wherever necessary such that they apply to each person subject to the Operational Rules in respect of the League and the Champions' Tournament and, where appropriate or necessary from an operational or disciplinary perspective, references to the ICC in such Regulations shall be deemed to be references to the lPL. In the case of any doubt over how an applicable ICC Regulation in the list below shall be interpreted by reference to the League, a Person subject to the Operational Rules or the Champions' Tournament, the Governing Council shall issue binding guidance over such interpretation. The Governing Council may vary or amend the applicability of ICC Regulations to the League from time to time.zo 1.2 The applicable ICC Regulations referred to in paragraph 1 .1 above are as follows; (a) the ICC Standard Twenty20 International Match Playing Conditions2l; (b) the ICC Code of Conduct for Players and Team Officials; (c) the ICC Code of Conduct for UmPires; (d) the ICC Clothing and Equipment Regulations22; (e) the ICC Anti-Racism Code; (f) the ICC Anti-DoPing Code. 1.3 [Does the lPLwant a Disciplinary Committee and Operational Rules Gommittee to be set up to determine breaches of the Rules or Codes of Conduct? There are processes incorporated in the above Codesl ,o This is a short form way of incorporating the Codes by reference. However to do so fully one would have to go through each individually and work out how the IPL would apply them in practice and then produce IPL specific versions. This will be a time consuming process. Does the IPL require it? tt See comment on the Laws of Cricket definition. 22 Suggest that this could be incorporated in the manner in which it refers to ODls - coloured strip etc LD/07\306867 28 28. Any other items with permission of the Chair