EXHIBIT 10.14b
AGREEMENT
This Agreement is made and entered into this 12th day of April, 1996,
by and between MicroLeague Multimedia, Inc. with offices at 1001 Millersville
Road, Lancaster, PA 17604 (hereinafter "Licensee"), and NATIONAL FOOTBALL
LEAGUE PLAYERS INCORPORATED, a corporation with offices at 2021 L Street, N.W.,
Washington, D.C. 20036 (hereinafter "Players Inc" or "Licensor"). This Agreement
shall be effective as of March 1, 1996.
1. REPRESENTATIONS.
(A) Players Inc represents that it has been duly appointed and is
acting on behalf of the football players of the National Football League who
have entered into a Group Licensing Authorization which has been assigned to
Players Inc, either in the form attached hereto as Attachment "A" or through the
assignment contained in Paragraph 4(b) of the NFL Player Contract, and that in
such capacity it has the right to negotiate this contract and the right to grant
rights and licenses described herein. Licensee acknowledges that Players Inc
also on occasion secures authorization for inclusion in Players Inc licensing
programs from players who have not entered into such Group Licensing
Authorization, but who, nevertheless, authorize Players Inc to represent such
players for designated Players Inc licensed programs.
(B) Players Inc makes no representation that it has the authority to
grant, nor does it grant herein, the right to utilize any symbols, insignias,
logos, or other identifying names or marks of the National Football League
(hereinafter "NFL") and/or any of its member clubs. Accordingly, it is
understood by the parties hereto that if likenesses of players are to be used by
Licensee in conjunction with any symbols, insignia, or logos of the NFL or any
of its member clubs, in the exercise of the License granted hereunder, it will
be the responsibility of Licensee to obtain such permission as may be necessary
for the use of such material from the NFL or the club(s) in question. Licensor
retains all rights not expressly and exclusively granted to Licensee hereunder.
2. GRANT OF LICENSE.
(A) Upon the terms and conditions hereinafter set forth, Players Inc
hereby grants to Licensee and Licensee hereby accepts the non-exclusive right,
license and privilege of utilizing the logo(s), name(s), and symbol(s) of
Players Inc and the names, likenesses, pictures, photographs, voices, facsimile
signatures, descriptions, and/or biographical sketches of the NFL players listed
in Attachment "B", for product(s) in the form of a computer video and fantasy
football game for the PC platform, and a football board game (hereinafter
referred to as "the licensed product(s)"). Provided, however, that the specific
manner in which the rights licensed hereunder are to be used on the licensed
product(s) in question shall require the prior written consent of Players Inc.
EXHIBIT 10.14b
(B) The rights, licenses and privileges granted by Players Inc
hereunder shall not constitute or be used by Licensee as a testimonial or an
endorsement of any or product, service, or event by all or any of the players,
or by Players Inc. In the event Licensee is interested in securing an individual
player's personal endorsement, Licensee agrees and acknowledges that such
endorsement will require the personal approval of the individual player and
approval of Players Inc and a separate payment to Players Inc. All contact with
such player or player's agent shall be made by Players Inc. Licensee agrees and
acknowledges that any player who is committed individually by contract for
products or services competitive with those of Licensee may be required to cease
from further inclusion in this Agreement.
3. RETAIL LICENSE ONLY. The above-referenced Grant of Rights applies only to the
manufacture and distribution of licensed product(s) for retail sale, and shall
not permit the use of licensed product(s) as "premium items" to be included with
non-licensed product(s), services or events to promote the sale of such
non-licensed product(s), services or events; provided, however, that Licensee
shall be permitted to promote the sale of licensed product(s), subject to prior
written approval by Players Inc and in a manner consistent with the provisions
of the Agreement. Any such premium promotion using the licensed product(s)
herein shall require a separate agreement between Players Inc and any sponsor of
the promotion, with separate terms and conditions, and nothing contained herein
shall obligate either Players Inc or Licensee to enter into such an agreement.
4. TERRITORY. Licensee shall have the right to utilize the rights granted
hereunder for distribution of the licensed product(s) in the following
territory: Worldwide.
5. TERM.
(A) The term of this Agreement shall extend from March 1, 1996 to
February 28, 1997 (hereinafter referred to as Original License Period) unless
terminated in accordance with the provisions hereof. Licensee may renew this
Agreement for a Second License Period from March 1, 1997 to February 28, 1998,
provided Licensee has faithfully fulfilled its obligations hereunder in the
Original License Period. Notice of desire to renew shall be given by Licensee no
later than January 1, 1997 in the Original License Period. Licensee may renew
this Agreement also for a Third License Period from March 1, 1998 to February
28, 1999, provided Licensee has faithfully fulfilled its obligations hereunder
in the Second License Period. Notice of desire to renew shall be given by
Licensee no later than January 1, 1998 in the Second License Period.
(B) Licensee acknowledges and agrees that Licensee has and shall have
no right to extend or renew this Agreement beyond the term and renewal options,
if any, stated herein. No conduct by either Licensor or Licensee (including
without limitation, any approvals granted pursuant to Paragraph 12 hereof) shall
create, imply or infer a new license agreement or an extension of the stated
term and renewal options, if any, of this Agreement, unless same is specifically
set forth in a written agreement signed by both Licensor and Licensee.
Licensee's agreement that this Agreement is subject to the terms and renewal
options, if any, stated herein, in all events whatsoever, is a material
inducement for Licensor to enter into this Agreement.
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EXHIBIT 10.14b
6. ROYALTY PAYMENT.
(A) Licensee agrees to pay Players Inc a guaranteed royalty of $35,000
for its use of the rights licensed hereunder for the Original License Period, a
guaranteed royalty of $25,000 for the Second License Period, if applicable, and
a guaranteed royalty of $25,000 for the Third License Period, if applicable. The
guaranteed royalty shall be paid as follows:
(i) For the Original License Period, $10,000 upon the execution of this
Agreement, and $10,000 on or before July 1, 1996, and $15,000 on or
before December 1, 1996.
(ii) For the Second License Period, if applicable, $12,500 on or before
March 1, 1997, and $12,500 on or before November 1, 1997.
(iii) For the Third License Period, if applicable, $12,500 on or before
March 1, 1998, and $12,500 on or before November 1, 1998.
(B) Such guaranteed royalty payments shall be made by Licensee as
specified hereinabove whether or not Licensee uses the rights licensed
hereunder, and no part of such guaranteed payments shall be repayable to
Licensee.
(C) Licensee shall also pay to Players Inc an amount equal to Seven and
One Half Percent (7 1/2%) of the gross sales of the licensed product(s) covered
by this Agreement, less the guaranteed payments specified above for the
applicable license period. Royalties shall be calculated on a quarterly basis
and shall be due as of the last day of each May, August, November, and February
of this Agreement and must be paid no later than fifteen (15) days following
such due dates. Gross sales shall be calculated based on the standard price(s)
charged by Licensee to the retailer directly or to the wholesaler in an arms
length transaction. Licensee shall transact no sale, the effect of which is to
reduce the royalty paid by Licensee to Players Inc; provided, however, that
Licensee shall be permitted to provide arms length discounts, allowances and
returns which are normal and customary. Gross sales shall exclude only such
normal and customary discounts, allowances and returns. In addition to all other
rights contained in this Agreement, Players Inc shall be entitled to collect and
Licensee shall pay daily interest at the rate of one and one-half percent
(1 1/2%) monthly, or the maximum interest permitted by law if less, on all
guarantee or royalty payments not timely made to Players Inc by Licensee.
7. PERIODIC STATEMENTS.
(A) Licensee shall furnish to Players Inc, no later than fifteen (15)
days following the last day of each May, August, November, and February of this
Agreement, a complete and accurate statement certified to be accurate by an
officer of Licensee, showing the number, description and gross purchase price,
of the licensed product(s) distributed by Licensee during the preceding
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EXHIBIT 10.14b
quarterly reporting period described in Paragraph 6(C) herein, together with any
returns made during such reporting period. Once in every twelve-month period,
Licensee shall furnish Players Inc with a detailed statement certified by an
officer of Licensee, showing the number of gross sales of the licensed
product(s) covered by this Agreement.
(B) Such statements shall be furnished to Players Inc whether or not
any of the licensed product(s) have been purchased during the reporting period
for which such statement is due. The receipt or acceptance by Players Inc of any
statement or of any royalty paid hereunder (or the cashing of any royalty check
paid hereunder) shall not preclude Players Inc from questioning the correctness
thereof at any time, and in the event any inconsistencies or mistakes are
discovered in connection therewith, they shall immediately be rectified and the
appropriate payment made by Licensee.
8. BOOKS AND RECORDS.
(A) For a period of two (2) years following the termination or
expiration of this Agreement, Licensee shall maintain accurate books and records
for itself and any subsidiary or affiliated entity with respect to its sale of
licensed product(s) under this Agreement. Said books and records shall be
subject to inspection and audit by Players Inc or its duly authorized
representative at reasonable times upon reasonable notice from Players Inc to
Licensee. In addition and similarly, Licensee shall cause any entity from which
it contracts for services or production of product to cause its books and
records to be available for audit and inspection by Players Inc to the extent
necessary to confirm the audit of Licensee. Licensee shall not interfere with
such inspections and audits in any way.
(B) The cost of such inspections and audits shall be paid by Licensee
if the result of such inspections and audits indicates a difference of 2% or
more, when compared to the statement certified to be accurate by an officer of
Licensee, as required by Paragraph 7(A) of this Agreement, for the twelve month
period covered by such statement, or shall be paid by Players Inc if such
difference is less than 2%.
(C) In the event any inconsistencies or mistakes are discovered as a
result of such inspections and audits, they shall immediately be rectified and
the appropriate payment made by Licensee.
9. PAYMENT AND NOTICES: All transactions under this Agreement, including without
limitation all payment of royalties and all notices, reports, statements,
approvals and other communications, shall be with or made payable in the name of
NATIONAL FOOTBALL LEAGUE PLAYERS INCORPORATED, 2021 L Street, N.W., Washington,
D.C. 20036, or its assignee where applicable. All correspondence, notices,
approvals and other communications to Licensee shall be with MicroLeague
Multimedia, Inc., 1001 Millersville Road, Lancaster, PA 17604.
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EXHIBIT 10.14b
10. INDEMNIFICATION.
(A) Licensee agrees that it will not during the term of this Agreement,
or thereafter, attack the rights of Players Inc in and to the logo(s), name(s)
and symbol(s) of Players Inc or any of the rights licensed hereunder, or attack
the validity of this Agreement.
(B) Licensee further agrees to assist Players Inc to the extent
necessary in the procurement of any protection or to protect any of the rights
conveyed hereunder, and Players Inc, if it so desires, may commence or prosecute
at its own expense any claims or suits in its own name or in the name of
Licensee or join Licensee as a party thereto. Licensee shall notify Players Inc
in writing of any infringement by others of the rights covered by this Agreement
which may come to Licensee's attention, and Players Inc shall have the sole
right to determine whether or not any action shall be taken on account of any
such infringement. Licensee shall not institute any suit or take any action on
account of any such infringement without first obtaining the written consent of
Players Inc to do so and Players Inc shall reasonably consider any such request.
(C) Licensee for its own acts hereby indemnifies Players Inc and
undertakes to defend Players Inc from and against any claims, suits, losses,
damages, and expenses (including reasonable attorney's fees and expenses)
arising out of the manufacture, marketing, sale, distribution, or use of the
licensed product(s) which are the subject of this Agreement. Licensee agrees to
obtain, at its own expense, product liability insurance, providing adequate
protection for Licensee and Players Inc against any such claims or suits in
amounts not less than One Million Dollars ($1,000,000.00). Within thirty (30)
days from the date hereof, Licensee shall submit to Players Inc a fully paid
policy or certificate of insurance naming Players Inc as an insured party,
requiring that insurer will not terminate or materially modify such without
written notice to Players Inc at least twenty (20) days in advance thereof.
(D) Players Inc hereby indemnifies Licensee and undertakes to defend
Licensee against, and hold Licensee harmless from any liabilities, losses,
damages, and expenses (including reasonable attorney's fees and expenses)
resulting from claims made or suits brought against Licensee based upon the use
by Licensee of the logo or the rights strictly as authorized in this Agreement.
11. COPYRIGHT AND TRADEMARK NOTICES.
(A) Licensee shall prominently place or cause to be placed Licensor's
registered trademark on the licensed products and on packaging, wrapping,
advertising (both print and media), and any other material, including trade show
booths and exhibits in connection with such licensed product(s) publicly
distributed under this Agreement.
(B) Licensor's registered trademark appearing on the licensed
product(s) and on all materials in connection with the licensed product(s) shall
be the mark provided to Licensee by Licensor in precisely the form supplied,
without variation, with the letter R enclosed within a circle. Further, Licensee
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EXHIBIT 10.14b
shall provide to Licensor the date of the first use of such licensed product(s)
in intrastate and interstate commerce.
(C) Additionally, Licensee shall imprint or cause to be imprinted the
following text on any such licensed product(s) and/or materials therefor:
"Officially Licensed Product of the
National Football League Players",
or
"Officially Licensed Product of
Players Inc.
The specific text imprinted shall be subject to Licensor's sole
discretion
12. APPROVALS.
(A) Attachment "B" hereto shall be established and may be modified in
the following manner:
(i) Upon execution of this Agreement, and thereafter annually by March
1 of each calendar year covered by this Agreement, Licensee shall
submit to Players Inc a proposed list of players' names for inclusion
in Attachment "B" for the upcoming football season.
(ii) Players Inc shall respond to such submissions in writing to
Licensee, signifying approval or disapproval in the case of each
player's name so requested.
(iii) Licensee may submit requests in writing to Players Inc for
additions, deletions, or substitutions of players' names contained in
Attachment "B" and Players Inc shall respond to such requests within a
reasonable period of time.
(B) The Licensee agrees to furnish Players Inc free of cost for its
written approval as to quality and style, samples of each of the licensed
product(s), together with their packaging, hangtags, and wrapping material,
before their manufacture, sale or distribution, whichever occurs first, and no
licensed product(s) shall be manufactured, sold or distributed by the Licensee
without such written approval. Players Inc shall respond in writing to requests
for such approval from Licensee within 15 business days. Any request by Licensee
for such approval which is received by Players Inc and is not responded to
within 15 business days shall be deemed approved by Players Inc. Subsequent to
final approval, a reasonable number of production samples of licensed product(s)
will periodically be sent to Players Inc to insure quality control, and should
Players Inc require additional samples for any reason, Players Inc may purchase
such at Licensee's cost.
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EXHIBIT 10.14b
Licensee shall also provide to Players Inc free of charge the
following;
(ii) Prior to December 1 of each License Period for Players Inc, two
dozen copies of all licensed product(s) produced for that License
Period.
(C) Licensee may choose to use player names and/or likenesses to
promote licensed product(s) on or in any material pertaining to packaging,
hangtags, wrapping material, print ads, flyers, point-of-purchase displays,
press releases, catalogues, trade show booths and exhibits or any other written
material or medium, including but not limited to electronic or interactive use;
provided, however, that such use shall require the prior written approval of
Players Inc. The number of players included in any such use, if approved, shall
be a minimum of six and a maximum of twenty, and shall be selected from
Attachment "B". Player names and/or likenesses so used shall be written or
displayed with equal prominence.
(D) Licensee may choose to use player names and/or likenesses
(including, without limitation, action footage) in radio or television
commercials to promote licensed product(s); provided, however, that such use
shall require the prior written approval of Players Inc. The number of players
included in such commercials, if approved, shall be a minimum of six and a
maximum of twenty and shall be selected from Attachment "B". The players used in
such commercials shall be shown with equal prominence. Licensee agrees to
furnish Players Inc all scripts and story boards for proposed radio and
television commercials in connection with the promotion of the licensed
product(s), and the content of such scripts and story boards shall require the
prior written approval of Players Inc before any commercials shall be made or
shall be contracted for by Licensee.
(E) The use of player names and/or likenesses in accordance with this
Paragraph 12, in any radio or television commercials, print ads,
point-of-purchase displays, packaging, hangtags, wrapping material, press
releases, catalogues, flyers, trade show booths and exhibits or any other
written material or medium, including, but not limited to, electronic or
interactive use, to promote licensed product(s), shall require payment by
Licensee to Players Inc, separate from and in addition to any guarantees or
royalty payments contained in this Agreement. The amount of such payment shall
be subject to mutual agreement by Players Inc and Licensee. All contacts with
such players or their agents shall be made by Players Inc.
(F) In the event Licensee wishes to secure an individual player or
players to make appearances to promote licensed product(s) or to autograph
licensed product(s), the selection of such player and the separate fee to
Players Inc for such player services shall be subject to mutual agreement
between Licensee and Players Inc. All contact with requested player or his
agents shall be made by Players Inc. Once the player has made the appearance or
performed the autograph service, payment shall be made immediately to Players
Inc. Any such payments shall be separate from and in addition to any royalties
paid by Licensee under this Agreement. Once the selection of such player and
such separate fee have been agreed upon by Licensee and Players Inc, in the
event of cancellation of such appearance or autographing, Licensee shall
nevertheless be obligated to make such fee payment to Players Inc immediately
upon such cancellation.
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EXHIBIT 10.14b
13. NON-INTERFERENCE. Licensee agrees and acknowledges that it shall not secure
or seek to secure, directly from any player who is under contract or seeking to
become under contract to an NFL club, or from such player's agent, permission
or authorization for the use of such player's name, facsimile signature, image,
likeness, photograph or biography in conjunction with the licensed product(s)
herein.
14. GOODWILL.
(A) Licensee recognizes the great value of the goodwill associated with
the logo(s), name(s), and symbol(s) of Player Inc, and acknowledges that such
goodwill belongs exclusively to Players Inc and that said logo(s), name(s), and
symbol(s) have a secondary meaning in the mind of the public.
(B) Licensee agrees that all elements (including all material of any
nature utilizing in any way the rights licensed hereunder, including but not by
way of limitation, all packages, cartons, point of sale material, newspaper and
magazine advertisements) of the licensed product(s) shall be of high standard
and of such style, appearance and quality as to be adequate and suited to the
best advantage and to the protection and enhancements of such rights; that the
marketing of the licensed product(s) will be conducted in accordance with all
applicable federal, state and local laws; and that the licensed product(s) and
their exploitation shall be of high standard and to the best advantage and that
the same in no manner reflect adversely upon the good name of Players Inc.
15. SPECIFIC UNDERTAKINGS OF LICENSEE.
(A) Licensee agrees that every use of the rights licensed hereunder by
Licensee shall inure to the benefit of Players Inc and that Licensee shall not
at any time acquire any title or interest in such rights by virtue of any use
Licensee may make of such rights hereunder.
(B) All rights relating to the rights licensed hereunder are
specifically reserved by Players Inc except for the License herein granted to
Licensee to use the rights as specifically and expressly provided in this
Agreement.
(C) Upon expiration or termination of this Agreement, all rights
granted hereunder shall immediately revert to Players Inc, and Licensee will
refrain from further use of such rights or any further reference thereto, direct
or indirect, except as provided in Paragraph 16(E) below. Licensee acknowledges
that its failure to cease the use of such rights at the termination or
expiration of this Agreement will result in immediate and irreparable damage to
Licensor, and/or individual National Football League player(s), and to the
rights of any subsequent licensee(s).
(D) Licensee agrees to spend the following total amounts on activities
which stimulate and promote the market for licensed product(s), subject to prior
written approval by Players Inc of such activities:
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EXHIBIT 10.14b
$2,500, during the Original License Period, and
$2,500, during the Second License Period, if applicable, and
$2,500, during the Third License Period, if applicable.
Such activities shall include, but not be limited to, sponsorships,
promotions, player appearances, and special events. Licensee shall provide
documentation that such approved expenditures have been made, The expenditure
documentation shall be provided on a quarterly basis and shall be certified by
an officer of Licensee. Such documentation shall be subject to inspection and
audit by Players Inc on the same basis as Licensee's books and records.
16. TERMINATION BY PLAYERS INC
(A) In the event Licensee does not commence in good faith to cause the
manufacture, distribution, and sale of the licensed product(s), in substantial
quantities on or before January 1, 1997, Players Inc, in addition to all other
remedies available to it shall have the option to terminate the License granted
hereunder upon written notice of such termination to Licensee.
(B) In the event Licensee files a petition in bankruptcy or is
adjudicated as bankrupt, or if a petition in bankruptcy is flied against
Licensee or if Licensee becomes insolvent, or makes an assignment for the
benefit of its creditors or an arrangement pursuant to any bankruptcy laws, or
if Licensee discontinues its business, or if a receiver is appointed for it or
its business, all rights granted hereunder, without notice, shall terminate
automatically upon the occurrence of any such event. In the event of such
termination, neither Licensee nor its receivers, representatives, trustees,
agents, administrators, successors, and/or assigns shall have any right to sell,
exploit or in any way deal with the rights granted hereunder or with any
licensed product(s), or any carton, container, packaging or wrapping material,
advertising, promotional or display material pertaining to any licensed
product(s).
(C) If Licensee shall violate any of its other obligations under the
terms of this Agreement, Players Inc shall have the right to terminate this
Agreement upon fifteen (15) days' notice in writing, and such notice of
termination shall become effective unless Licensee shall completely remedy the
violation within the fifteen (15) day period and shall provide reasonable proof
to Players Inc that such violation has been remedied. If this Agreement is
terminated under this paragraph, all royalties theretofore accrued shall become
due and payable immediately to Players Inc, and Players Inc shall not be
obligated to reimburse Licensee for any royalties paid by Licensee to Players
Inc.
(D) Failure to resort to any remedies referred to herein shall not be
construed as a waiver of any other rights and remedies to which Players Inc is
entitled under this Agreement or otherwise.
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EXHIBIT 10.14b
(E) Upon termination of this Agreement, Licensee shall have ninety (90)
days to dispose of and liquidate all inventory. This inventory shall not be
available to consumers after this ninety (90) day period expires. Such
disposition shall conform to this Agreement in all respects. Players Inc shall
have right to conduct a physical inventory at the time of termination if it so
elects.
17. PARTNERSHIP. Nothing herein contained shall be construed to place Players
Inc and Licensee in the relationship of partners or joint venturers, and
Licensee shall have no power to obligate or bind Players Inc in any manner
whatsoever.
18. WAIVER AND/OR MODIFICATION. None of the terms of this Agreement shall be
waived or modified except by an express agreement in writing signed by both
parties. There are no representations, promises, warranties, covenants or
undertakings other than those contained in this Agreement, which represents the
entire understanding of the parties. No written waiver shall excuse the
performance of an act other than those specified therein. The failure of either
party hereto to enforce, or delay by either party in enforcing any of its rights
under this Agreement shall not be deemed a continuing waiver or modification
thereof and either party may, within the time provided by applicable law,
commence appropriate legal proceedings(s) to enforce any or all of such rights.
19, NON-ASSIGNABILITY. This Agreement and all rights and duties hereunder are
personal to Licensee and shall not, without written consent of Players Inc, be
assigned, mortgaged, sublicensed or otherwise encumbered by Licensee or by
operation of law to any other person, or entity. Upon any such attempted
unapproved assignment, mortgage, license, sublicense or other encumbrance this
Agreement shall terminate and all rights granted to Licensee hereunder shall
immediately revert to Players Inc. In addition, Players Inc may terminate this
Agreement, at its sole discretion, in the event that Licensee is merged,
consolidated, transfers all or substantially all of its assets, or implements or
suffers any material change in executive management or control, or upon any
transfer of more than twenty-five percent (25%) of its voting control. If, in
its sole discretion, Players Inc shall exercise such termination, all rights
granted to Licensee hereunder shall immediately revert to Players Inc.
20. CONSTRUCTION. This Agreement is made within the District of Columbia and
shall be construed in accordance with the laws of the District of Columbia and
the United States of America.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the day
and date written first above.
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EXHIBIT 10.14b
The Foregoing is Acknowledged:
NATIONAL FOOTBALL LEAGUE MICROLEAGUE MULTIMEDIA, INC.
PLAYERS INCORPORATED
By: Douglas F. Alb By: Frederick H. Light
------------------------- -----------------------------------
Title: President Title: Senior Vice President
----------------------- --------------------------------
EXHIBIT 10.14b
ATTACHMENT "A"
TEAM: ______________________
NFL PLAYERS ASSOCIATION
GROUP LICENSING ASSIGNMENT
The undersigned player, a member of the National Football League Players
Association ("NFLPA"), hereby assigns to the NFLPA and its licensing affiliates,
if any, the exclusive right to use and to grant to persons, firms or
corporations (collectively "licensees") the right to use his name, signature
facsimile, voice, picture, photograph, likeness and/or biographical information
(collectively "image") in group licensing programs. Group licensing programs are
defined as those licensing programs in which a licensee utilizes a total of six
(6) or more NFL player images in conjunction with or on products that are sold
at retail or used as promotional or premium items. The undersigned player
retains the right to grant permission to a licensee to utilize his image if that
licensee is not concurrently utilizing the images of five (5) or more other NFL
players in conjunction with or on products that are sold at retail or are used
as promotional or premium items. If the undersigned player's inclusion in a
particular NFLPA program is precluded by an individual exclusive endorsement
agreement, and the undersigned player provides the NFLPA with timely notice of
that preclusion, the NFLPA agrees to exclude the undersigned player from that
particular program.
In consideration for this assignment of right, the NFLPA agrees to use the
revenues it receives from group licensing programs to support the objectives as
set forth in the By-laws of the NFLPA. The NFLPA further agrees to use its best
efforts to promote the use of NFL player image in group licensing programs, to
provide group licensing opportunities to all NFL players and to ensure that no
entity engages in a group licensing program without first obtaining a license
from the NFLPA, The NFLPA makes no representations regarding group licensing
other than those expressed herein. This agreement shall be construed under New
York law.
This assignment shall expire on December 31, 1999 and may not be revoked or
terminated by the undersigned player until such date.
Dated: ____________________ _________________________________
Player's Signature
Agreed to by the NFLPA:
_________________________________
Player's Name (PLEASE PRINT)
___________________________
Name
___________________________
Title
________________________________
Player's Autograph
EXHIBIT 10.14b
AMENDMENT TO LICENSE AGREEMENT
This Amendment is made and entered into as of this 12th day of April,
1996 by and between MicroLeague Multimedia, Inc. ("Licensee") and National
Football League Players Incorporated ("Players Inc").
1. This Amendment shall serve as an amendment to the License Agreement
entered into by Licensee and Players Inc on April 12, 1996 (the "License
Agreement"). This Amendment shall be effective as of March 1, 1996 and shall
expire on February 28, 1997.
2. Licensee hereby reaffirms that Paragraph 13 of the License
Agreement, titled Non-Interference, (hereinafter referenced as the
"Non-Interference Clause") has been, and continues to be, a valid and binding
provision of the License Agreement. Nothing set forth in this Amendment shall be
construed in any way as a waiver, repudiation, or nullification of the
Non-Interference Clause by Players Inc or Licensee.
3. In accordance with the settlement of an action brought by the NFLPA
against NFL Properties in Federal Court in The Southern District of New York,
styled National Football League Players Association v. National Football League
Properties, et al., 90 Civ. 4244 (MJL), Players Inc agrees that Licensee may,
pursuant to and without thereby violating the License Agreement, manufacture,
market, distribute, and sell the licensed product(s) for the current license
period utilizing the image, likeness, photograph, voice, facsimile signature
and/or biographical information of the members of the NFL Quarterback Club
listed in Exhibit A hereto in conjunction with the licensed products; provided,
however, that any licensed products produced by Licensee which contain players
listed on Exhibit A hereto are subject to the terms contained in the License
Agreement, including, but not limited to, Paragraph 12 -- APPROVALS. All such
licensed products must relate directly to the 1996 football season. NFL
Properties has agreed, as part of the settlement of the Properties action, to
license the players listed on Exhibit A hereto to Licensee on a royalty free
basis.
4. Licensee shall pay the full royalties owed to Players Inc in
accordance with the License Agreement, including, without limitation, royalties
for any licensed products sold by Licensee that utilize the identities of the
players listed in Exhibit A hereto and, subject only to Paragraph 6 of the
License Agreement, shall make no deduction nor pro-ration, of those royalties
for any reason whatsoever.
5. Licensee expressly warrants and represents that prior to inclusion
in licensed products of the players listed on Exhibit A for the current license
period, it will obtain from NFL Properties, agent for the NFL Quarterback Club,
EXHIBIT 10.14b
the non-exclusive right to utilize the image, likeness, photograph, voices,
facsimile signature and/or biographical information of the players listed in
Exhibit A hereto. To obtain such right Licensee must: (i) deal directly with NFL
Properties, on behalf of the NFL Quarterback Club; and (ii) accept NFL
Properties standard form licensing agreement for NFL Quarterback Club licenses;
provided, however, that such form licensing agreement shall not provide for or
require Licensee to make any payment to any entity or person for such right.
6. Licensee indemnifies Players Inc and undertakes to defend Players
Inc against, and hold Players Inc harmless from any liabilities, losses, damages
and expenses (including reasonable attorney's fees and cost of suit) resulting
from any and all claims, causes of action or suits brought against Players Inc
based upon the exercise by Licensee of the rights obtained by it to manufacture,
market and sell any licensed products utilizing the players listed on Exhibit A
hereto. Players Inc shall have the right to approve of counsel selected pursuant
to this Paragraph 6, which approval shall not unreasonably be withheld.
7. Licensee agrees that it will continue to abide by all terms of the
License Agreement.
8. It is hereby agreed that to the extent that this Amendment shall
conflict with the License Agreement, the terms of this Amendment shall govern.
In all other respects, the parties hereto agree that the License Agreement shall
remain in full force and effect.
9. Each party hereto acknowledges: (i) that it is voluntarily entering
into this Amendment; (ii) that it has had the benefit of counsel of its choice
in connection with the negotiation and execution of this Amendment; and (iii)
that it has neither sought nor obtained any inducements or other consideration
beyond that which is contained herein.
10. This Amendment may not be amended, modified or altered except by a
writing executed by duly-authorized officers of each party.
11. This Amendment shall be governed by, and construed in accordance
with, the law of the District of Columbia. Any dispute or litigation arising
out of relating to this Amendment may be brought in the Superior Court of the
District of Columbia, which the parties hereby agree shall have jurisdiction and
venue over any such claim.
12. If any portion of this Amendment is deemed void or unenforceable
for any reason whatsoever, the remaining terms and conditions of this Amendment
shall remain in full force and effect.
EXHIBIT 10.14b
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of
the day and date written first above.
MICROLEAGUE MULTIMEDIA, INC.
By: Frederick H. Light
--------------------------------
Title: Senior Vice President
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NATIONAL FOOTBALL LEAGUE
PLAYERS INCORPORATED
By: Douglas F. Alb
--------------------------------
Title: President
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