Encyclopaedia of Forms and Precedents/SPORT AND SPONSORSHIP vol 39(2) 2004/(C) Forms and Precedents/A: EMPLOYMENT AND CONTRACTS FOR SERVICES Agreement for the use and exploitation of a player’s image
Agreement for the Use and Exploitation of a Player’s Image 44
This Agreement is made the……… day of…………
(name) of (address) (‘the Club’), which term shall include any affiliated company to which the Club assigns any of the rights and/or licences granted to the Club under this Agreement and (name) of (address) (‘the Player’), a professional football player, who has separately contracted to provide certain playing and promotional services to the Club
It Is Agreed as follows:
Definitions and interpretation
In this Agreement the following expressions shall have the following meanings:
- “Merchandising Activities”
means (a) the manufacture, sale, advertisement, distribution, licensing, marketing and promotion of products or services, by or on behalf of the Club or any sponsor or licensee of the Club, in conjunction with the Club’s marks or logo which relate in any way to the Club, (b) the promotion of the Club and/or (c) the promotion and assistance of the Club’s sponsors and licensees exclusively in relation to their marketing activities that relate to the Club;
- “Player’s Image”
means the Player’s name, nickname, initials, signature, endorsement, reputation, voice, shirt number, video or film portrayal, computer generated or animated portrayal, photographs, licences, biographical information, graphical representations, images or facsimile image and all other characteristics of the Player;
means the intellectual property rights and other rights now existing or in the future arising in the Player’s Image, of whatever nature including without limitation all rights in the nature of ‘personality’ or ‘image’ rights as well as any and all patents, trade marks, service marks, trade names, Internet domain names, rights in designs, copyright and moral rights, performance rights, database rights, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world;
- “Rights Fee”
the fee specified in clause 5;
the period specified in clause 2;
In this Agreement the singular includes the plural and vice versa and any gender includes any other gender.
The clause headings do not form part of this Agreement and shall not be taken into account in its construction or interpretation.
This Agreement shall commence as of (date) and shall continue, unless terminated earlier in accordance with clause 5 (below), until (date).
Grant of Rights
In consideration for the Club’s payment of the Rights Fee, the Player grants to the Club for the Term in the Territory the Rights in relation to the Merchandising Activities. It is agreed that:
the Player’s Image and the Rights shall remain the property of the Player absolutely; and
all rights in any products or services marketed by or on behalf of the Club that make use of the Player’s Image and/or the Rights, and any goodwill arising as a result, shall remain the property of the Club absolutely.
The grant of the Rights is exclusive and the Player shall not exploit, or authorise anyone else other than the Club to exploit, the Player’s Image and the Rights in relation to the Merchandising Activities; provided always that nothing in this Agreement shall prevent or prejudice the Player from licensing third parties to use the Player’s Image and the Rights in connection with the marketing and promotion of products and services that do not carry the Club’s marks or logo or otherwise relate to the Club.
Player’s warranties and undertakings
The Player represents, warrants and undertakes to the Club that he:
has full power and authority to enter into and perform his obligations under this Agreement and to grant to the Club all of the rights granted under this Agreement; and
has not done and shall not do anything that would impair the Club’s free and unrestricted exercise of the rights granted under this Agreement.
In full and final consideration for the grant of the Rights the Club shall pay to the Player £… (plus VAT, if applicable), in four equal instalments, as follows:
(insert payment schedule)
following receipt of an appropriate invoice from the Player.
shall pay and be solely responsible for any income tax, national insurance contributions and/or any other taxes and levies of any kind due on the payments made by the Club to the Player under this Agreement; and
shall indemnify the Club in respect of the same, including paying to the Club, within 14 days of receipt of written demand therefor, any tax, national insurance contributions or other levy that any taxing authority demands from the Club in respect of such payments.
The Club may terminate this Agreement with immediate effect by giving written notice to the Player if:
the Player is in material breach of any of the terms of this Agreement and fails to cure such breach within 14 days of receipt of notice of the breach;
the Player ceases to be registered with the Club; or
the Player receives a punishment from any competent body, including any football governing body, in respect of any drugs or alcohol-related matter.
The Player may terminate this Agreement with immediate effect by giving written notice to the Club if:
the Club is unable to pay its debts or enters into liquidation or has a receiver or administrator appointed or takes or suffers any action that, in the reasonable opinion of the Player, means that the Club is unable to pay its debts; or
the Club is in material breach of any of the terms of this Agreement and fails to cure such breach within 14 days of receipt of notice of the breach; or
the Player ceases to be registered with the Club.
If either (i) the Player dies or (ii) the separate employment contract between the Club and the Player dated (date) is terminated or expires, this Agreement shall automatically terminate and the Club shall pay to the Player an amount equal to the consideration remaining outstanding at that point under this Agreement (ie, £… less any amounts paid by the Club to the Player pursuant to clause 5 of this Agreement prior to the date of termination).
The Player shall provide reasonable co-operation to the Club in combating any unauthorised use by any third party of the Player’s Image or the Rights in connection with the Club; and/or defending any claim that the rights of any third party are infringed by this Agreement.
The parties shall keep this Agreement confidential and shall not disclose its contents to any third party other than their professional advisors, save as agreed by the parties or as required by law or by any competent authority or in order to exercise the rights and perform the obligations arising under this Agreement. This obligation shall survive termination of the Agreement.
Notices to be given under this Agreement shall be in writing in English and left at or sent by first class registered or recorded delivery mail to the appropriate address shown at the head of this Agreement or to such other address as the party concerned shall from time to time designate hereunder.
Either party may assign its rights and/or obligations under this Agreement without the other party’s written consent, unless, in the case of the Player only:
such assignment is made to the benefit of the Player’s wholly owned company; and
the Player accepts an express obligation to the Club, as part of the assignment, to guarantee to the Club (as principal obligor and not merely as surety) the full due and punctual performance and observance by the assignee company of all of the obligations owed to the Club under or pursuant to this Agreement, which guarantee shall remain in full force and effect until all obligations of the assignee company under this assigned Agreement have been fully satisfied.
This document contains the entire agreement between the parties relating to the Player’s Image and the Rights, and may not be varied or waived, in whole or in part, except by the written agreement of the parties.
Benefit of agreement
Each party undertakes with the other to do at its/his cost such things as may be reasonably required to ensure that the other receives the full benefit of this Agreement.
Rights of third parties
A person who is not a party to this Agreement may not rely upon or enforce any rights pursuant to the Contracts (Rights of Third Parties) Act 1999.
This Agreement shall be governed by English law, without regard to English conflict of law principles. Any disputes between the parties relating to this Agreement shall be submitted to arbitration in London according to the rules of the Sports Dispute Resolution Panel within the framework of the Arbitration Act 1996. The English courts shall have exclusive jurisdiction over any challenge made to any resulting arbitration award.
As Witness etc.
(signatures of (or on behalf of) the parties)