10/27/2011
Legal Best Practices Legal Best Practices For Stadium Special Events For Stadium Special Events
Greg Heller • Overview of Stadium Special Events SVP & General Counsel • Challenges In Stadium Special Events Atlanta Braves • Overview of Special Event Agreements October 21, 2011 – Talent Agreements – Venue License and Location Agreements
Legal Best Practices For Stadium Special Events Legal Best Practices For Stadium Special Events Overview of Stadium Special Events Overview of Stadium Special Events Atlanta Braves – Turner Field Atlanta Braves – Turner Field
• POST GAME CONCERTS • FUNDRAISING WALKS AND RUNS Styx, B-52’s, Ludacris, Kaiser Permanente Walk, Atlanta Track Club Thanksgiving Half Montgomery Gentry, Avett Brothers Marathon
Legal Best Practices For Stadium Special Events Legal Best Practices For Stadium Special Events Overview of Stadium Special Events Overview of Stadium Special Events
Atlanta Braves – Turner Field Atlanta Braves – Turner Field
• LOCATION SHOOTS • FESTIVALS Films – “The Change Up” Great Atlanta Beer Fest, Atlanta Bar-B-Q Festival
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Legal Best Practices For Stadium Special Events Legal Best Practices For Stadium Special Events Overview of Stadium Special Events Challenges in Stadium Special Events Other Industry Examples Rolling Stones rock Fenway Park • Soldier Field By: The Associated Press The Rolling Stones have rolled out of Beantown, leaving some major headaches for grounds crews. Groundskeepers at Boston's Fenway Park worked overtime on Friday, repairing more than 40,000 square feet of sod damaged by all the concerts there this past week. Officials said the Stone's massive stage destroyed a majority of the park's outfield grass. Friday night's game was delayed by about an hour.
Legal Best Practices For Stadium Special Events Legal Best Practices For Stadium Special Events Challenges in Stadium Special Events Challenges in Stadium Special Events
Illinois v. Northwestern Football Game at Wrigley Field
Legal Best Practices For Stadium Special Events Legal Best Practices For Stadium Special Events Types of Agreements for Special Events Talent Agreement Overview
• Battle of the Forms • TALENT AGREEMENT • Promotional Rights Provisions • Venue or Team as Promoter • Cancellation/Force Majeure • VENUE LICENSE AND LOCATION AGREEMENTS • Payola/Sponsorship • Dealing with Third Party Promoter or Third Party Production Company and Rental of Facility • Standard of Performance/Non-disparagement • Indemnification
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Legal Best Practices For Stadium Special Events Legal Best Practices For Stadium Special Events Talent Agreement Talent Agreement
Battle of the Forms Battle of the Forms
• Ideally use Team or Venue Form • Talent often requires use of its Rider • Make sure agreement contains controlling language provisions (Ex – Talent Rider is Subject and Subordinate to Braves Form and Braves Form wins if Conflict). • Make sure to get all pages initialed and signed if marked-up. • Litigator’s Dream
Legal Best Practices For Stadium Special Events Legal Best Practices For Stadium Special Events Talent Agreement Talent Agreement
• PROMOTIONAL RIGHTS. The Talent hereby grants to ANLBC a royalty- PROMOTIONAL RIGHTS. free, worldwide, non-exclusive license to use the Talent-approved (such approval to not be unreasonably withheld, conditioned, or delayed) name, image, voice, performance, likenesses and biographical information of the • Right to use Talent’s name, image, voice, performance, likeness and Talent in promotions and advertising of ANLBC and its minor league affiliates and the Premises and the Talent’s performance hereunder, in every medium, biographical information to promote the show and the team, venue including, without limitation, television, radio, print advertising and the and sponsors. Internet. Any live performance or rehearsal given by the Talent under this • Secure rights up front before public promotion of event begins as Agreement may be filmed, televised, or otherwise recorded by ANLBC, or its agents, or contractors, without payment of a further fee to the Talent. The often times contracts are signed last minute. Talent hereby grants ANLBC and its agents and contractors a royalty-free, • Discuss rights to film and record live performance and related worldwide, irrevocable license to cause any film or sound recording made to be broadcast, re-broadcast or transmitted to the public, or to subscribers to a rights and use of such content. diffusion service (including, without limitation, over Peachtree TV, SportSouth • Discuss scope of rights, via all forms of media, print, television, and FSN South broadcasts) and to produce films or videos of the entertainment and to distribute such films or videos for the promotional purposes set forth radio, new media, etc. above. Talent grants ANLBC a royalty free, perpetual and worldwide license • Discuss pass through rights to event sponsors, etc. of any copyright work owned by it and contained in the performance strictly for the purposes of permitting ANLBC to exercise its rights under this clause.
Legal Best Practices For Stadium Special Events Legal Best Practices For Stadium Special Events Talent Agreement Talent Agreement
CANCELLATION/FORCE MAJEURE PAYOLA. Talent represents and warrants that Talent has not accepted and will • Another important provision to negotiate upfront. not accept or agree to accept, from any person other than ANLBC, any money, • The Talent may not cancel the Agreement for any reason other than a “Force service, or other valuable consideration for the inclusion of any matter in its Majeure Event” (as defined below). performance and Talent will not cause to be mentioned or identified in its • In the event of a Force Majeure Event, the Talent will give ANLBC immediate performance or any materials provided hereunder any product, service, trademark written notice with a detailed description of such event, and the Talent must use its or brand name. ANLBC shall have the right to sell and control all sponsorship best efforts to avoid or remove such cause of nonperformance and continue and advertising opportunities in connection with the Event. performance hereunder as soon as practicable. • A “Force Majeure Event” is any event beyond the Talent’s or ANLBC’s control, STANDARD OF PERFORMANCE. Talent agrees to perform his Services in a including but not limited to acts of God, inclement weather, accident, war, the skillful, appropriate and competent manner, exercising due and customary death or incapacity of the Talent, lockout or strike. professional care, in compliance with all of the directives, requests, suggestions, • In the event of a cancellation, the Talent and ANLBC will work in good faith to re- policies, rules and regulations of ANLBC. Time is of the essence under this schedule the Event as outlined in Exhibit A. Agreement. The Talent will not make any disparaging, adverse or derogatory • Should the Event not be re-scheduled, Talent will immediately refund to ANLBC statements, remarks or comments, oral or written, directly or indirectly, before, one hundred percent (100%) of any monies paid to the Talent by ANLBC prior to during or after its performance in reference to or with respect to ANLBC or the such date. Premises. The Talent shall not commit any immoral, illegal or other act of moral • Be careful what you pay upfront. turpitude, which directly or indirectly publicly discredits ANLBC or the Premises or otherwise brings ANLBC or the Premises into disrepute.
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Legal Best Practices For Stadium Special Events Legal Best Practices For Stadium Special Events Talent Agreement Venue License and Location Agreements - Overview
Indemnification • Third Party Renting The Facility • • Talent agrees to indemnify and hold the club or venue harmless from the Remember Your Core Business bands acts or omissions, destruction of property, personal injury, third party • Pre-Event Walk Through claims (including failure to clear rights), etc. • If team or venue is acting as promoter Talent will likely require mutual • Use Of Premises indemnification given the team/venue control operations, security, first aid, parking, etc. • Insurance and Indemnification • Make sure to include broad definition of Talent to include crew members, • Third Party Permits subcontractors, etc. • Make sure scope of indemnity includes your landlord, concessionaire or • Ticket Office Settlement other operators in the ballpark. • Return of Premises • Will review in more detail in Venue License Agreement discussion.
Legal Best Practices For Stadium Special Events Legal Best Practices For Stadium Special Events Venue License Agreement Venue License Agreement
VENUE LICENSE AGREEMENT KEY PROVISIONS • NON-EXCLUSIVE USE. Licensee expressly acknowledges that besides the use of the Premises as contemplated by the Agreement, the Premises ATLANTA BRAVES GAME CONTINGENCY. Licensee acknowledges that and various parts thereof and areas therein may, or will be used for the installation, holding or presentation and removal of activities, events and the Atlanta Braves (“Braves”) may be participating in regular season games or engagements other than the Event, and that in order for the Premises to be post season games, including related practices (collectively “Games”) on or operated as efficiently as practicable it may or will be necessary to have around the date of the Event; certain Games may be held on the Premises; and the available the use of services and facilities of the Premises, including Braves’ participation in Games held on the Premises (and the possible rain delay without limitation entrances, exits, truck ramps, receiving areas, marshaling or other uncontrollable delay of such Games) may delay not only Licensee’s areas, storage areas, passenger and freight elevators, and club and move-in, but possibly the actual date of the Event. If a Game is scheduled for the concession areas, to be scheduled or shared. Licensee agrees that Licensor Premises on a move-in date or on the Event date, such Game shall take shall have full, complete and absolute authority to establish the schedules precedence over and will be staged in lieu of the Event. If this occurs, Licensor for the use and availability of such services and facilities and to determine when and the extent to which the sharing of any such services and facilities shall not be in breach of this Agreement. If the Event cannot be held on the is necessary or desirable, and Licensee agrees to comply with any current Event date and must be rescheduled to accommodate a Game, Licensee schedules so established and to cooperate in any sharing arrangements so and Licensor shall cooperate to reschedule the Event as soon as practically determined. In no event shall Licensee enter or use any area, part, service possible. Unless otherwise provided herein, the Event shall not be canceled or facility excluded from the Premises without first obtaining Licensor’s except upon mutual written agreement by all parties hereto. explicit consent and approval.
Legal Best Practices For Stadium Special Events Legal Best Practices For Stadium Special Events Venue License Agreement Venue License Agreement
NO REPRESENTATIONS OR WARRANTIES WITH RESPECT Use of Premises. TO PREMISES. Licensee acknowledges and understands that neither • Important to have specific provisions as to how Licensee may use the Licensor, nor Licensor’s employees, agents and/or contractors have Premises. made any representations, promises or warranties, either express or • Includes covenants that Licensee agrees not to harm the Premises, or commit or permit waste, or create any nuisance, or make any use of the implied, as to the condition, fitness, merchantability or suitability of Premises, which in Licensor’s judgment is offensive, or do any act the Premises for Licensee’s purposes. Licensee acknowledges that it tending to injure the reputation of the Licensor. has had an opportunity to inspect the Premises and is satisfied with the • Prohibit specific use of certain activities including use of motor current condition, fitness and order thereof and accepts them as such. vehicles, loud noises, unlawful activities, gasoline, pyro, etc. absent approval and proper permits. In addition to the foregoing, commencement of the use of the Premises • Licensor should reserve the right to require the withdrawal from display by Licensee shall be conclusive evidence against Licensee that the of any items, object, person, printed matter or any other thing of any Premises were in good repair and in satisfactory condition, fitness and nature which in the opinion of Licensor might be detrimental to the order when such use commenced. appearance or reputation of Licensor. • Maintain approval of all sponsorship, signage, advertising, etc. to avoid sponsor conflicts.
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Legal Best Practices For Stadium Special Events Legal Best Practices For Stadium Special Events Venue License Agreement Venue License Agreement
VENUE LICENSE AGREEMENT KEY PROVISIONS Indemnification – Cont.: (a) Licensee’s occupancy and use of the Premises or other Indemnification. Licensee hereby agrees to indemnify, defend and hold such areas hereunder, including but not limited to the entrances, lobbies and exits thereof, the sidewalks, streets and approaches adjoining the Premises, or any other harmless Licensor, Atlanta National League Baseball Club, Inc. (“ANLBC”), portion of the Premises in connection with the Event; (b) any personal injury, bodily City of Atlanta and Fulton County Recreation Authority (“AFCRA”), City of injury, death or property damage suffered in connection with Licensee’s occupancy and Atlanta, Georgia, Fulton County, Georgia, Aramark Sports & Entertainment use of the Premises (including, but not limited to, injuries or damages suffered by Licensee, subcontractors hired by Licensee, and guests attending the Event); (c) any Services, LLC, Imperial Parking (U.S.), Inc., AmeriPark, Inc., and each of their defect in or other problem with any equipment and staging provided by Licensee in respective parent, subsidiary and affiliated companies, and all of their respective connection with the Event; (d) any negligent or grossly negligent action, inaction, directors, officers, shareholders, agents and employees including, without omission or intentional misconduct of Licensee, its invitees and guests; (e) any failure to provide adequate security for the Event, including any actual or alleged failure to limitation, independent contractors, if any, rendering security services in warn, guard and protect persons or property from harm or damage; (f) any conduct or connection with the Event (collectively, the “Licensor Parties”) from and against activities of Licensee which violates any applicable international, country, U.S., state or all actions, suits, proceedings, judgments, settlements, demands, claims, damages, local law, rule, regulation, or ordinance; and/or (g) any breach, alleged breach or misrepresentation of any term, covenant, condition, or warranty contained in this liabilities, losses or expenses whatsoever including, but not limited to, lost profits, Agreement by Licensee. For the purposes of this indemnification section of this reasonable attorneys fees, allocable costs of in-house counsel and court costs, Agreement, the term “Licensee” shall be defined to expressly include Licensee, its whether fixed or contingent, actual or threatened, known or unknown, false or directors, officers, employees, sponsors, exhibitors, agents and/or contractors, including, without limitation, volunteers, Event participants or other personnel fraudulent (collectively, the “Claims”), caused by, arising out of, resulting from or employed by Licensee to perform work in connection with the Event. The obligations in connection with: of Licensee to indemnify, defend and hold harmless as outlined in this Section are in no way limited to the amount(s) of insurance required under the next Section. All of this Section shall survive the termination of this Agreement.
Legal Best Practices For Stadium Special Events Legal Best Practices For Stadium Special Events Venue License Agreement Venue License Agreement
INSURANCE REQUIREMENTS. Throughout the Term of this Agreement, LICENSES/PERMITS. Licensee shall assume all responsibility for and including any extensions thereof, Licensee shall provide and maintain in full costs arising from the use of patented, trademarked, franchised or force and effect, without interruption, at its own expense, the following copyrighted materials, equipment, devices, dramatic rights and/or rights policies of insurance set forth hereinafter, which shall protect Licensee and of publicity used on or incorporated in Licensee’s materials including, the Licensor Parties on a primary basis from and against any and all Claims to without limitation, all music licenses required (e.g. from ASCAP, BMI, persons or property caused by, resulting from, arising out of or in connection SESAC and any other applicable organization or individual) and all other with the Licensee’s occupancy and use of the Premises pursuant to this applicable licenses and permits including, without limitation, any licenses Agreement. In addition, Licensee shall be responsible for ensuring that any required by MLBP and/or MLBAM and/or applicable players, coaches or and all subcontractors utilized by Licensee in connection with the Event umpires. Upon request, Licensee shall furnish satisfactory evidence of comply with the minimum insurance requirements set forth below: such license with Licensor prior to the Event provided Licensor Commercial General, Automobile, Workers’ Compensation, Umbrella and/or acknowledges that Licensee is still in the process of getting MLBP and/or Excess Liability, Professional Liability, Property. MLBAM consent, which will be obtained by Licensee prior to use of any footage by Licensee, which requires MLBP and/or MLBAM consent.
Legal Best Practices For Stadium Special Events Legal Best Practices For Stadium Special Events Venue License Agreement Venue License Agreement
TICKET OFFICE SETTLEMENT. SURRENDER OF PREMISES. • Agreement should clearly set forth settlement process for • Ensure Agreement has detailed requirements that the stadium be event and event proceeds. returned in the same condition and that Licensee will vacate on time. • Reserve rights to make proper tax payments (sales tax, etc.) • Include provisions that if not returned in same condition Licensee is prior to payments made to Licensee. required to fund repairs as approved by Team or Venue. Team or Venue • Reserve rights to reimburse Licensor/Venue including rental will likely want to control who makes the repairs and be reimbursed by fee, security, labor or other expenses. Licensee. • Your stadium or venue may have specific requirements such as how • Reserve rights to settle other claims made in connection stakes may be placed in asphalt, limitations on use of the field, etc. Be with event prior to pay-out to Licensee (i.e., liens, security sure to include such specifics in the Agreement. interest, garnishment proceeding or otherwise) • Consider including additional rent provisions if Licensee does not • Reserve right to withhold for damage to Premises. vacate on time (Ex. – costs of labor and materials, hourly rental rate, etc. • Reserve rights to remove Licensee’s personal property from Premises and offset other fees owed to Licensee.
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Questions?
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