EXHIBIT 10.5
[Exhibits to Major League Baseball Properties, Inc. License Agreement]
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SCHEDULE A
LOGOS
For the purposes of the Agreement, unless otherwise specified, "Logos"
shall mean the below-listed names, word marks, logos, uniform designs mascots,
images, colors and color combinations, trade dress, characters, symbols,
designs, likenesses and visual representations, each as specified in Licensor's
Official Style Guides or as otherwise specified by Licensor, as of the date that
Licensee begins production of (i) the Licensed Products, referred to in Schedule
B or (ii) related advertising or promotional material. Except to the extent
specifically set forth below, Licensee shall have no rights respecting any
proprietary indicia (name, image, or design) of any Club mascot or ballpark.
(1) The following logos and word marks: American and National
League logos and word marks, "Major League" word mark, "Major
League Baseball" word mark, Major League Baseball silhouetted
batter logo, "MLB" logos and word mark, and "What A Game" word
mark.
(2) The primary, secondary and headwear logos, uniform lettering
and designs, images, colors and color combinations, trade
dress, characters, symbols, designs, likenesses, visual
representations, and word marks, of the following Clubs:
Anaheim Angels, Baltimore Orioles, Boston Red Sox, Chicago
White Sox, Cleveland Indians, Detroit Tigers, Kansas City
Royals, Minnesota Twins, New York Yankees, Oakland Athletics,
Seattle Mariners, Tampa Bay Devil Rays, Texas Rangers, Toronto
Blue Jays, Arizona Diamondbacks, Atlanta Braves, Chicago Cubs,
Cincinnati Reds, Colorado Rockies, Florida Marlins, Houston
Astros, Los Angeles Dodgers, Milwaukee Brewers, Montreal
Expos, New York Mets, Philadelphia Phillies, Pittsburgh
Pirates, St. Louis Cardinals, San Diego Padres and San
Francisco Giants.
(3) The following word marks and images: Anaheim Angels: Clutch
(image only) and Scoop (image only), Atlanta Braves: Homer
the Brave (image only) and Rally (image only), Baltimore
Orioles: The Bird (image only), Boston Red Sox: Wally (image
only), Colorado Rockies: Dinger (image and word mark),
Detroit Tigers: Paws (image only), Florida Marlins: Billy
the Marlin (image and word mark), Montreal Expos: Youppi!
(image and word mark), New York Mets: Mr. Met (image and
word mark), Oakland Athletics: Stomper (image only),
Philadelphia Phillies: Phillie Phanatic (image and word
mark), Pittsburgh Pirates: Pirate Parrot (image and word
mark), San Diego Padres: Swinging Friar (image and word
mark), Seattle Mariners: Mariner Moose (image only), St.
Louis Cardinals: Fredbird (image and word mark), and Tampa
Bay Devil Rays/Raymond (image only).
SCHEDULE B
LICENSED PRODUCT(S)
*** ALL LICENSED PRODUCTS SHALL CONFORM TO LICENSOR'S THEN-CURRENT LABELING
REQUIREMENTS. ***
1. Cereal boxes referred to by Licensee as "Classic O's," measuring 14
oz. in size, and featuring Cal Ripken, Jr. in a uniform
bearing the Logos of the Baltimore Orioles.
2. Cereal boxes referred to by Licensee as "Houston Astr-O's," measuring
14 oz. in size, featuring Jeff Bagwell, Craig Biggio, and Ken Caminiti
in uniforms bearing the Logos of the Houston Astros, and packaged with
limited edition baseball trading cards (limited to 1,999 units
produced) in random boxes.
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3. Cereal boxes measuring 14 oz. in size, featuring Barry Bonds in a
uniform bearing the Logos of the San Francisco Giants, and packaged
with limited edition baseball trading cards (limited to 700 units
produced) in random boxes.
4. Cereal boxes measuring 14 oz. in size, featuring Alex Rodriguez in a
uniform bearing the Logos of the Seattle Mariners, and packaged with
limited edition baseball trading cards (limited to 356 units produced)
in random boxes.
5. Cereal boxes referred to by Licensee as "Slammin' Sammy's Cereal,"
measuring 14 oz. in size, featuring Sammy Sosa in a uniform bearing the
Logos of the Chicago Cubs, and packaged with limited edition baseball
trading cards (limited to 66 units produced) in random boxes.
6. Cereal boxes referred to by Licensee as "Jeter's Frosted Flakes
Cereal," measuring 14 oz. in size, and featuring Derek Jeter
in a uniform bearing the Logos of the New York Yankees.
7. Cereal boxes referred to by the Licensee as "Amazin' Mets Cereal,"
measuring 14 oz. in size, and featuring either Mike Piazza in an
uniform bearing the Logos of the New York Mets or a combination of
current New York Mets players in uniforms bearing the Logos of the New
York Mets.
8. Club-specific cereal boxes other than as specified above featuring
Logos as shall be pre-approved in writing by Licensor with or without
other Major League Baseball players.
9. Adhesive bandages featuring any of the Logos specified in Schedule A.
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Rights to utilize (i) the names, likenesses and /or signatures of any
individuals (including, without limitation, Jeff Bagwell, Craig Biggio, Barry
Bonds, Ken Caminiti, Derek Jeter, Mike Piazza, Cal Ripken, Jr., Alex Rodriguez,
Sammy Sosa and other current Major League Baseball players), (ii) any copyright,
trademark or other property or identifications belonging to any entity other
than those identified in Paragraph 1 and Schedule A, Logos of this Agreement, or
(iii) any mark, symbol, artwork, language or text not listed in Schedule A,
Logos above (including, without limitation, jewel event or commemorative Logos),
are not granted under this Agreement. In the case of (i) above, Licensee must
present to Licensor written evidence of having obtained the proper authorization
to utilize any such names, likenesses and/or signatures.
SCHEDULE C
LICENSED TERRITORY
For Licensed Product No. 1:
The States of Maryland, Virginia, North Carolina, South
Carolina, and Florida, the City of Philadelphia, PA, and the District
of Columbia.
For Licensed Product No. 2:
The States of Texas, Florida and the City of New Orleans, LA.
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For Licensed Product No. 3:
The State of Arizona and California (Northern region only).
For Licensed Product No. 4:
The State of Washington and the City of Miami, FL.
For Licensed Product No. 5:
The fifty United States of America, the District of Columbia,
Puerto Rico and U.S. territories and possessions,
including U.S. military bases worldwide.
For Licensed Product Nos. 6-9:
Licensed Products Nos. 6-9 featuring an individual Club's
Logos may only be distributed within the home broadcasting territory of
such Club and in retail and mail-order operations owned and/or operated
by such Club.
SCHEDULE D
LICENSE PERIOD
April 1, 1999 - December 31, 2000.
SCHEDULE E
COMPENSATION
TOTAL GUARANTEED COMPENSATION: $125,000.00
PAYABLE AS:
(i) NON-RETURNABLE ADVANCE COMPENSATION due upon signing:
December 31, 1999 $100,000.00
Total 1999 Guarantee $100,000.00
April 30, 2000 $25,000.00
Total 2000 Guarantee $25,000.00
(ii) REMAINDER OF GUARANTEED COMPENSATION due as follows:
N/A
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PERCENTAGE COMPENSATION
For Licensed Product No. 1:
One percent (1%) of net sales (as defined n Paragraph 4B), or
$0.0258 per unit sold, whichever is greater.
For Licensed Product Nos. 2-4:
Two percent (2%) of net sales (as defined in Paragraph 4B).
For Licensed Product Nos. 5-7:
Two and one-half percent (2.5%) of net sales (as defined in
Paragraph 4B).
For Licensed Product Nos. 8-9:
Seven percent (7%) of net sales (as defined in Paragraph 4B).
In each of the above cases, Percentage Compensation shall be
applied against Guaranteed Compensation payable in the same calendar
year only, without carryover. Percentage Compensation attributable to
premium sales of the Licensed Products shall not be applied against
Total Guaranteed Compensation.
SCHEDULE F
MANUFACTURERS
Licensee agrees that at no time during the license or sell-off periods shall it
sell, directly or indirectly, to any of the Manufacturers listed below, or to
any individual or entity affiliated in any manner with any of such
Manufacturers, any Licensed Product(s) for subsequent sale or distribution,
without prior written approval of Licensor.
1) Licensed Product(s):_________________________________
Name of Manufacturer:_________________________________
Address:_____________________________________________
Telephone:__________________________________
Principal Contact:______________________________________
Approved by Major League Baseball Properties, Inc.:___________
Initials/Title
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2) Licensed Product(s):___________________________________
Name of Manufacturer:_____________________________________
Address:_________________________________________________
Telephone:________________________________
Principal Contact:__________________________________________
Approved by Major League Baseball Properties, Inc.:______________
Initials/Title
3) Licensed Product(s):______________________________________
Name of Manufacturer:______________________________________
Address:__________________________________________________
Telephone:_________________________________
Principal Contact:___________________________________________
Approved by Major League Baseball Properties, Inc.:_______________
Initials/Title
SCHEDULE G
PRODUCT CREDIT
1. Licensee shall provide to Licensor merchandise credit in the form of
two (2) cases of each Licensed Product during each year of the license period.
Licensee shall ship at Licensee's expense and at Lincensor's direction such
merchandise as Licensor shall request from time to time under this merchandise
credit.
2. Licensee acknowledges that it shall give food faith consideration to
donating the Licensed Products for charitable causes upon Licensor's request.
MISCELLANEOUS
1. Licensee shall be permitted to distribute the Licensed Products via
the Internet; provided, however, that Licensee shall not distribute, sell, or
otherwise distribute or allow for the sale or distribution of, directly or
through others, the Licensed Products outside the Licensed Territory, and shall
include prominent language on the Internet site(s) through which the Licensed
Products are offered that Licensee may not fulfill orders for delivery of the
Licensed Products outside of the Licensed Territory.
2. Except as otherwise directed by Licensor, Licensee shall comply with
the following guidelines regarding the Licensed Products:
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(a) the Club's primary Logo must be featured in a
prominent manner on the front of each Licensed
Product (apart from as depicted in a uniform).
(b) the words "MAJOR LEAGUE BASEBALL TRADEMARKS AND
COPYRIGHTS ARE USED WITH PERMISSION OF MAJOR LEAGUE
BASEBALL PROPERTIES, INC." must be included on all
packaging and display materials.
3. Licensee acknowledges and agrees that in no event shall the
baseball trading cards packaged with Licensed Products Nos. 2-5 be sold or
distributed separately.
4. Licensee acknowledges that it must comply with all provisions of
this Agreement, including, but not limited to, Paragraph 10 with regard to
approval of the cereal boxes and baseball trading cards for the Licensed
Products.
5. To the extent Licensee produces any product pursuant to this
Agreement wherein Major League Baseball-related names, nicknames, trademarks or
copyrights are used in the title of a Licensed Product (e.g., "Amazin' Mets
Cereal," "Classic O's," and "Houston Astr-O's"), Licensee agrees, in addition to
any and all other agreements and acknowledgements otherwise contained in this
Agreement, that (i) Licensor is the exclusive owner of Licensor's name,
trademarks or copyrights (including, without limitation, word marks and
associated designs), (ii) Licensee's use of Major League Baseball-related names,
nicknames, trademarks or copyrights as part of said title of a Licensed Product
does not establish in Licensee any proprietary rights (including trademark
and/or copyright rights) in and to said title, and (iii) Licensee shall not
apply to register or assert any rights of any nature in or to any title or
design containing any Major League Baseball-related name, nickname, trademarks
or copyrights.
BRAND NAMES
Concurrently with its execution of this Agreement, Licensee will list
below the brand names that Licensee desires or intends to use on the Licensed
Product(s).
1) Licensed Product(s) Nos.:_____________________________
Brand Name(s):_______________________________________
2) Licensed Product(s) Nos.:_____________________________
Brand Name(s):_______________________________________
3) Licensed Product(s):_________________________________
Brand Name(s):_______________________________________
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In the event Licensee wishes to substitute a brand name for those
listed above or wishes to add to the number of brand names, Licensee shall first
obtain Licensor's written approval of such brand names.
IN WITNESS WHEREOF, the parties hereto have signed the Agreement:
MAJOR LEAGUE BASEBALL PROPERTIES, INC.,
As agent for the Major League Baseball Clubs
BY: /s/
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TITLE: Corporate Secretary
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FAMOUS FIXINS, INC.
BY: /s/ Jason Bauer
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TITLE: President
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