"Agreement" Or "Contract") Is Made and Entered As of the Day of , 2006, by and Between TEXAS A&M
Total Page:16
File Type:pdf, Size:1020Kb
MULTI-MEDIA RIGHTS AGREEMENT THIS MULTI-MEDIA RIGHTS AGREEMENT ("Agreement" or "Contract") is made and entered as of the day of , 2006, by and between TEXAS A&M UNIVERSITY ("University"), a component ofthe Texas A&M University System, an agency of the State ofTexas and TEXAS A&M SPORTS PROPERTIES, LLC ("Learfield"), a Missouri limited liability company owned by LEARFIELD COMMUNC ATIONS, INC. and INTERNATIONAL SPORTS PROPERTIES, LLC. BACKGROUND TO AGREEMENT A. University issued a Request for Proposals May 06-0007 for the licensing of rights associated with its radio and television programming, corporate big screen sponsorships, electronic (fascia) and permanent and temporary signage, Aggie Fan Zone, Intemet presence, program sales and printed materials ("RFP"). B. Learfield submitted its proposal to Umversity on December 15, 2005 ("Proposal") and thereafter submitted a Best and Final Offer to University on January 3, 2006 ("BAFO"). C. University subsequently awarded the rights granted imder the RFP to Learfield in accordance with Learfield's Proposal and its BAFO. D. This Agreement is intended to set forth the rights, duties, responsibilides of University and Learfield with respect to the "Multi-Media Rights" associated with University's athletic programs E. For purposes of this Agreement, the Term "Multi-Media Rights" shall mean the exclusive sales and marketing rights, as hereinafter set forth, to inventory, including, but not limited to, print, media, advertising, existing or new signage not already contracted to other parties, and other promotional and sponsorship rights for football, men's and women's basketball games, baseball, softball and other intercollegiate sports; existing or new temporary signage and promotional rights for home games; radio and certain television broadcast rights for football and men's and women's basketball; and any other sponsor-related or promotional rights to University's athletic programs that may be subsequentiy agreed to between the Parties. NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein and the foregoing Background, University and Learfield (individually the "Party" and jointly the "Parties") amend and restate the Original Agreement as follows: AGREEMENT 1.1 Term of Agreement. This Agreement is effective on the date signed by both Parties ("Effective Date") and shall continue until Jime 30, 2016 unless otherwise terminated as provided herein ("Original Term"). Each contract year of the Agreement shall commence on July 1 and end on June 30. Notwithstanding the fact that each contract year begins on July 1, the University acknowledges and agrees that Learfield's rights and obligations under this Agreement begin on the Effective Date. On or before the end of the eighth year of this Agreement, University agrees to negotiate in good faith exclusively with Learfield in order to arrive at mutually agreeable terms for an extension of this Agreement beyond its Original Term for a period of five (5) additional years to and including the 2020 - 2021 athletic years ("Extension Period"). Ifno agreement for an extension is agreed upon by January 1^, 2015, the University may initiate discussions with other third parties or enter into its competitive RFP process and University will not be considered to be in breach ofthis Agreement. If this Agreement is extended for the Extension Period, Learfield will pay University an Extension Period bonus in the amount of $250,000.00. 1.2 Mutual Cooperation. Throughout the Term of the Agreement, it is the Parties' intention to cooperate to maximize the opportunities that will foster growth in both the amoimts and the potential sources of revenue under this Agreement. To that end, the Parties, including University's Athletic Director will meet, as they mutually agree is necessary, to discuss the rights and inventory, inventory defined as those University advertising areas, rights or similar assets fi-om which Learfield may generate revenue as fiirther described but not limited to those items in Section 2.11.1, granted to Learfield and any imexpected problems arising therefi-om to arrive at mutually satisfactory solutions. The General Manager of TEXAS A&M SPORTS PROPERTIES, LLC will be encouraged to attend regularly scheduled University Athletic Department Senior Staff meetings and will meet each month with University's Athletic Director or his designee at times mutually agreeable to the Parties. In addition. University will use reasonable efforts to clearly and concisely define for University's staff the specific roles and responsibilities which Learfield will undertake with University's Athletic Department, including, but not limited to, any agreements Learfield enters into with University's coaches which Learfield and University mutually determine will help maximize revenue generating opportunities. Learfield agrees any contracts with University coaches are subject to University's prior written approval, such approval not to be unreasonably withheld. Learfield will keep University informed on a regular basis and/or upon request by University of its sales and marketing plans as well as its current activities. 1.3 Additional Multi-Media Rights. Although this Agreement includes specific rights granted to Learfield, it is agreed that fi'om time to time opportunities for additional Multi-Media Rights may arise or be created that might not have been contemplated or specifically mentioned in this Agreement, including, but not limited to, Learfield finding additional ways to leverage the existing inventory ("Additional Rights"). As prior written approval, which approval will not be unreasonably withheld, by University ofthe Additional Rights becoming part ofthe Multi-Media Rights granted to Learfield under this Agreement is required, Learfield is granted the first rights to a sixty (60) day period, as such period is agreed to by the parties in writing, during which Learfield may negotiate for University approval of such Additional Rights. If no agreement is reached, Learfield's exclusive right to negotiate for Additional Rights terminates at the end of the aforementioned sixty (60) day period. If the nature of the Additional Rights requires the addition of a significant item of inventory that did not already exist in an athletic venue in any fonnat and it materially alters the athletic venue within which such item of inventory is to be used, then Learfield will notify University of such new inventory item in order to obtain University's approval of such new inventory item, which approval will not be unreasonably withheld. As a point of clarification, the rights granted to Learfield under this Agreement are those University controlled rights. Learfield acknowledges and agrees other (post season or bowl) sponsors may retain certain rights that University is unable to convey and Learfield will not consider University in breach of this Agreement if University is unable to convey rights owned by such sponsors. For fiarther clarification. University retains ultimate approval, which approval will not be unreasonably withheld, regarding any use of its inventory not granted to Learfield at the time of execution ofthis Agreement. 2.1 Grant of Exclusive Radio Broadcast Rights. University grants to Learfield, subject to any restrictions and modifications set forth by this Agreement, the exclusive rights to make live radio broadcasts of all pre-season, regular-season, and post-season football games and all exhibition, pre-season, regular-season and post-season games for men's basketball and women's basketball games, baseball games, and softball games, including satellite radio and Spanish radio broadcasts. All of such broadcast rights shall be exclusive to Learfield and shall also include any game or games selected for broadcasting by any local, regional or national radio network, subject, however to any currently existing contracts, commitments or any currently existing rules goveming University as a result of its affiliation with the Big Twelve Conference or the National Collegiate Athletic Association (''NCAA") which could limit such exclusivity. (University represents that it has to the best of its knowledge has provided to Learfield, prior to execution of this Agreement, copies of all such contracts, rules and regulations then existing). University acknowledges that broadcast rights to post-season conference and national toumaments is important to Learfield's revenue, and if such rights are not available to Learfield, then University shall negotiate in good faith with Learfield for a fair and equitable reduction in Learfield's guaranteed rights during the time the rights are unavailable. Rights to these specified games are exclusive of all other individual and independent networks except those officially designated as origination stations or networks by radio stations considered by University as part ofthe radio following the opposing team involved in the game being broadcast. Notwithstanding the exclusive rights granted to Learfield under this Section 2.1, and subject to University's approval. University student stations may broadcast games, but only on a low power radio station which will not carry any commercial underwriting or commercial sponsorship or advertising of any kind for such game. Learfield shall use its best efforts to provide the widest exposure in the most professional manner relative to all broadcasts. 2.2 Network. Learfield shall develop a network ("Network") of radio stations to carry programming, to include all