Sample Contracts - Agreement - Football Association Premier League Ltd. and Topps Europe Ltd.

This Agreement is made on 20 January 2006

Between

(1)

The Football Association Premier League Limited (No. 2719699) whose registered office is at 30 Gloucester Place London W14 8PL (FAPL) and

(2)

Topps Europe Limited (No. 2331336) whose registered office is at 18 Vincent Avenue Crownhill Milton Keynes MK8 OAW (Licensee)

It is agreed

1		Definitions

1.1		In this Agreement (including the Schedules attached hereto and made a part hereof) the following expressions shall have the following meanings:

		Album means in respect of each Season the printed edition of the album produced for collectable use in connection with the Stickers issued in respect of that Season only Incorporating the Approved Text together with those of the Club Designs and the FAPL Designs relevant thereto and relating to each and all of the Clubs in respect of that Season as approved in each respect by FAPL in accordance with the terms of this Agreement

		Approved Player means in relation to any Club those Players of that Club whose identity has been approved by FAPL and/or that Club pursuant to the procedure set out at clause Supply of Materials and Approvals in respect of the applicable Licensed Articles and the applicable Season

		Approved Text means in connection with any Licensed Articles any text which the Licensee is entitled to print thereon and which has been approved in accordance with the terms of this Agreement (which for the avoidance of doubt may include in relation to statistics and/or ratings in connection with any Club and/or Players predominantly statistics and/or ratings having a direct and accurate statistical basis as opposed to any element of judgement or subjective "ability rating")

		Authorised Photographs means the Players" Photographs and/or the Further Photographs having been approved by the relevant Club and FAPL pursuant to the terms of clause 3

		Binder means in respect of each Season the binder (being in all cases in tangible physical form) with sleeves for collectable use in connection with the Trading Cards issued in respect of that Season only incorporating the Approved Text together with those of the Club Designs and the FAPL Designs relevant thereto and relating to each and all of the Clubs in respect of that Season as approved in each respect by FAPL in accordance with the terms of this Agreement

		Club Designs means those official logos designs names nicknames badges insignia and statistics owned or controlled by each of the Clubs during the Term and which are made

		available by the Clubs for use by the Licensee during the Term including but not limited to the Club Logos and the Club Strips

		Clubs means those football clubs which at the commencement of the relevant Season of the Term are members of the FAPL (and the word "Club" shall be construed accordingly)

		Club Logo means the single main official logo of each Club representations of which have been made available to the Licensee so as to enable it to exercise its rights hereunder (being one for each Club at any time during the Term or such replacement as stipulated by FAPL) and the words "Club Logos" shall be construed accordingly

		Club Strips means in respect of each Club the football strip colours worn by the Players of the Club during the Matches as the same may be registered with FAPL before the commencement of or at any time during each Season during the Term (and the logo design badge or insignia of any manufacturer thereof and/or any Club sponsor which may from time to time appear thereon) and the words "Club Strip" shall be construed accordingly

		Competitive Product means *[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]*

		Competitor means *[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]*

		F.A. means The Football Association Limited whose registered office is at 25 Soho Square London W1D 4FA

		FAPL Designs means the FAPL Marks the FAPL Logo and those official logos designs badges and insignia owned or controlled by FAPL as specifically stipulated from time to time by FAPL

		F.A. Marks means the marks "F.A." and "Football Association" which are owned by the F.A.

		FAPL Logo means the official logo of FAPL incorporating the F.A. Marks as set out in Error! Reference source not found. and/or such other marks as may be notified by FAPL to the Licensee from time to time

		FAPL Marks means any trade marks registered or unregistered or in respect of which an application for registration has been made comprising of and incorporating FAPL Logo or any of the words "Premier League" or "Premiership"

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Further Photographs means photographic images of any of the Players used in connection with Licensed Articles being in each case either (a) an action photograph of any such Player wearing the Club Strip of the Club to which the said Player is at the time of publication of the Licensed Articles in question registered and showing only or substantially the Player named in the Licensed Articles (or component thereof) or (b) a photographic portrait showing the said Player"s head and shoulders only in each case in respect of which any and all copyright licences and/or consents and/or other required consents have been obtained and all requisite fees and royalties paid by the Licensee (including but not limited to the obtaining of the consent of any Club and/or FAPL in relation to the use of the said photographs) and in respect of which FAPL and the relevant Club each have consented to use in relation to the Licensed Articles pursuant to clause 3

		Gum means any chewing gum or bubble gum marketed by the Licensee in conjunction with any Licensed Articles

		Licensed Articles means the Trading Card Collection and the Stickers and Albums

		Match means any football match played between two Clubs as part of the Premiership (and the word "Matches" shall be construed accordingly)

		Minimum Guarantee means the non-refundable sum payable by the Licensee to FAPL as set out in clause 6.1(a)

		Net Sales Value means *[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]*

		Person means any person in law or body corporate and includes a firm partnership corporation individual and any other legal entity whether incorporated or unincorporated

		Player means a player as defined in the Rules of FAPL as at the relevant time registered with a Club

		Players" Photographs means those photographic images of all of those Players from time to time registered with each of the Clubs and of the available team of each Club in each case provided to the Licensee by FAPL pursuant to clause 3 all copyright (save only such non-exclusive licence thereof as is required by the Licensee in order to fulfil its obligations to FAPL and to exercise the rights expressly granted to it pursuant to this Agreement) in which is vested in FAPL

		Premiership means the league competition organised by FAPL as the highest league of professional football in England and Wales

		Premium Agreement means a commercial transaction or agreement between the Licensee and a third party approved by FAPL (and subject where reasonably requested by FAPL to a tri-partite agreement) whereby the third party is permitted to supply the Licensed Articles with a product that is approved by FAPL to be used in a form approved for retail by FAPL and the word "Premium" shall be construed accordingly

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		Premium Royalties means those royalties to be paid by the Licensee in respect of Premium Agreements as set out at Clause 6.1(h)

		Promotional Materials means any packaging labels instructions and instruction manuals containers advertisements technical support and information materials point of sale advertising marketing and promotional materials and/or advertisements of whatever nature and in whatever medium (whether now existing or hereafter created) for or in relation to any Licensed Articles including for the avoidance of doubt and without limitation any editorial or content material in any medium or in any vehicle site programme or document in any such medium which is in any way controlled produced authorised or commissioned by or on behalf of the Licensee or at the Licensee^"s behest whether directly or indirectly and/or of which the Licensee has editorial approval but excluding for the avoidance of doubt any materials of whatever nature which may comprise or reasonably be considered to comprise any transient intangible electronic or digital form of and/or recording of and/or equivalent to any Licensed Articles

		Property means any and all of the Club Designs and the FAPL Designs or any element or component thereof

		Quarter means any quarter during the Term ending on any Quarter Day

		Quarter Day means each day during the Term which falls on the day thirteen (13) weeks from the preceding Quarter Day with the first Quarter Day for the purposes of this definition being 1 June 2007 (notwithstanding that such date is the commencement of the Term)

		Royalties means those royalties to be paid by the Licensee to FAPL in respect of Sales of Licensed Articles as set out at clause 6

		Sales means the number of the Licensed Articles distributed for value (whether in consideration of monetary payment or otherwise for a quantified financial benefit) and the word "sold" shall be construed accordingly

		Season means a Premiership season which shall generally commence in August of one year and finish in May of the following year

		Stickers means in respect of each Season collectable stickers sold in packets or any other relevant container in any size, format or material in printed paper format only or in such other format having tangible physical form (for the avoidance of doubt this may include packets of stickers with Gum) as may be consented to by FAPL such consent not to be unreasonably withheld; and mixed together so that each such Packet and/or each relevant container contains stickers relating to the Approved Players of more than one club and/or any other relevant image (including by way of example any trophy currently held by or otherwise relating to a particular Club) using any Authorised Photograph together with the FAPL Designs and the Club Designs as appropriate and in each case as approved in all regards by FAPL pursuant to this Agreement and designed for sale in connection with the Album in respect of the appropriate Season (and the word "Sticker" shall be construed accordingly)

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		Stickers and Albums means a collection in respect of each Season comprising one Album and corresponding Stickers

		Term means the term of this Agreement which shall commence on 1 June 2007 and shall continue for three years unless the Agreement is terminated earlier in accordance with its terms

		Territory means the world

		Trading Card Collection means Trading Cards and any means for containing or storing them which may be sold in all sizes, formats and materials (including but not limited to a Binder and in packets) provided that the Trading Cards are mixed together so that each vendable unit contains Trading Cards relating to the Players of more than one Club and may incorporate such elements as are required for the manufacture or production of a trading card game including but not limited to playing cloths or mats, storage binders or boxes, scorecards, card shoes, dice, discs, chips, markers, strategy or instructional guides and game tips

		Trading Cards means collectable trading cards sold in all sizes formats and materials including but not limited to trading cards, game cards, lenticular styrene plasticards and laminate each depicting one or more Approved Player using an Authorised Photograph together with those of the FAPL Designs and the Club Designs appropriate thereto and the Approved Text appropriate thereto in each case as approved in all regards by FAPL pursuant to this Agreement and forming part of the Trading Card Collection

		Topps Name and Logo means that official name and logo of the Licensee set out at Error! Reference source not found. and such other marks the goodwill and all relevant intellectual property rights in which are owned by the Licensee as may be notified to FAPL from time to time by the Licensee

2		Extent of License

2.1		In consideration of the payment of the Minimum Guarantee and the Royalties in accordance with clause 6 FAPL hereby grants to the Licensee the following rights throughout the Territory and for the Term

	(a)		the exclusive right as set out in clause 4 subject to the terms of this Agreement to produce manufacture distribute and sell the Trading Card Collection and Stickers and Albums

	(b)		the exclusive right to enter into Premium Agreements and

	(c)		the right subject to the terms of this Agreement to incorporate the Club Designs the FAPL Designs and/or the Authorised Photographs in all Promotional Materials approved in accordance with this Agreement

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2.2

All rights not expressly granted to the Licensee hereunder are reserved to FAPL which shall be free to exploit such rights in any manner in its sole discretion subject to the provisions of clause 4 or as otherwise agreed herein

Supply of Materials and Approvals

3.1

FAPL shall notify Licensee by 1 June during each year of the Term of its member Clubs for the next Season or, subject to any circumstances outside the control of the FAPL, as soon as the FAPL shall become aware of any changes to the final composition of the member Clubs and shall arrange on or before 1 September in each of 2007 2008 and 2009 or such alternative date in such year as FAPL and the Licensee may agree in writing for the photographing of each and all of the Players of each and all of the Clubs and a photograph of the entire available team of each Club and shall provide to the Licensee the Players" Photographs resulting from the said process on or before the second Friday in September in each such year or such alternative date as FAPL and the Licensee may agree in writing. The parties hereby agree for the avoidance of doubt that (save for such non-exclusive licence of copyright in relation to the Players" Photographs for the duration of the Term as is strictly necessary to permit the Licensee to enjoy and use the rights expressly granted to it pursuant to clause 2.1) any and all copyright and other rights of intellectual property of whatever nature in and in respect of the Players" Photographs shall as between the parties remain vested in FAPL

3.2

FAPL shall supply or procure the supply by the Clubs of materials (including artwork and transparencies used in reproducing the FAPL Logo and the Club Designs and the re-shooting of any photographs provided for at 3.1 above) which FAPL (acting reasonably) agrees are reasonably necessary to the Licensee for the purposes of exercising the rights granted to it pursuant to this Agreement. Such supply will take place as soon as is reasonably practicable and at no cost to the Licensee other than where processing or handling costs are involved in which case a reasonable charge payable to FAPL (or the Clubs as appropriate) may be made to cover such costs

3.3

Any materials supplied to the Licensee hereunder together with any copies thereof made by the Licensee shall as between the parties hereto remain the property of FAPL and shall be returned to FAPL on reasonable notice in writing (and in any case following termination and/or expiry of this Agreement) at the expense of the Licensee

3.4

In respect of the Trading Card Collection in each Season

	(a)		the collection shall include at least 1 Player from each Club. The Licensee shall have discretion to decide how many Players are depicted from each Club and shall not be obliged to depict an equal number of Players from each Club. However the Licensee shall not allow discrepancies to arise in the depiction of Players (other than in special or bonus cards comprised in the collection) of greater than 1:2 as between any two (2) Clubs

	(b)		the Licensee shall deliver to FAPL as soon as reasonably practicable following delivery of the Player Photographs to it by FAPL pursuant to clause 3.1 (a) art

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			work proofs of the Trading Cards and any Binder comprising for each Club the design format for and all information appearing on the Trading Cards for that Club and/or Binder plus one representative design of a card for that Club and (b) a list of the Players to be included in the Trading Card Collection

	(c)		FAPL shall consider the materials supplied pursuant to clause 3.4(b) of this Agreement and shall as soon as is reasonably practicable and in any event before the expiry of fifteen (15) working days provide the Licensee with written notice that either

	(i)		the said material is approved or

	(ii)		the said material is not approved together with details of the elements thereof which are not approved reasons for non-approval and suggestions as to what would be approved in its place

			but for the avoidance of doubt FAPL shall not unreasonably withhold approval in relation to features of the Trading Card Collection and may object to the inclusion of any Player only on the basis that he is not or will shortly cease to be registered with the Club for which he is depicted

	(d)		In the event that (and to the extent that) FAPL has failed within fifteen (15) working days of receipt of the materials supplied pursuant to clause 3.4(b) of this Agreement to provide written notice as set out at clause 3.4(c)(ii) and/or 3.4(c)(ii) in respect of the same then FAPL shall not thereby be in breach of this Agreement and the Licensee shall have no rights against FAPL in connection with the said failure but FAPL shall be deemed to have notified its approval of the materials so affected pursuant to clause 3.4(c)

	(e)		In the event that FAPL notifies (or is deemed to have notified pursuant to clause 3.4(d)) the Licensee that all relevant materials of and relating to the Trading Card Collection are approved the Players depicted therein shall be deemed Approved Players the depictions of the Players used therein shall be deemed Authorised Photographs and the text used therein shall be deemed Authorised Text (in each case in relation to the Trading Gard Collection only) and the Licensee shall be authorised to produce and shall produce in sufficient numbers copies of the Trading Card Collection which conform in all respects with the relevant materials in accordance with the grant set out at clause 2 of this Agreement

	(f)		Any and all copies of the Trading Cards and/or the Trading Card Collection produced pursuant to this Agreement shall conform in all respects with the relevant materials approved or deemed to have been approved pursuant to this clause 3.4 and no amendment change or variation in design to the same may be made by the Licensee save with the express written consent of FAPL at its absolute discretion

	(g)		In the event that FAPL notifies the Licensee that any materials and/or any component of any materials of or relating to the Trading Card Collection is not

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approved the Licensee shall supply fresh materials relevant thereto in accordance with the terms of clause 3.4(a) not later than ten (10) working days following receipt of such notification and the terms of this clause 3.4 shall apply thereto

3.5

In respect of the Stickers and Albums in each Season

	(a)		the Stickers shall exhibit an equal number of Player Photographs in respect of each Club and in any event not less than 12 per Club

	(b)		the Licensee shall deliver to FAPL as soon as reasonably practicable following delivery of the Player Photographs to it by FAPL pursuant to clause 3.1 (a) art work proofs of the Album comprising for each Club the design format and all text appearing in the Album for that Club plus one representative design of a Sticker for that Club and (b) a list of the Players to be depicted in the Stickers for that Club

	(c)		FAPL shall consider the materials supplied pursuant to clause 3.5(b) of this Agreement and shall as soon as is reasonably practicable and in any event before the expiry of fifteen (15) working days provide the Licensee with written notice that in the case of such material either

	(i)		the said material is approved or

	(ii)		the said material is not approved together with details of the elements thereof which are not approved reasons for non-approval and suggestions as to what would be approved in its place

			but for the avoidance of doubt FAPL shalt not unreasonably withhold approval in relation to features of the Stickers and Albums and may object to the inclusion of any Player only on the basis that he is not or will shortly cease to be registered with the Club for which he is depicted

	(d)		In the event that (and to the extent that) FAPL has failed within fifteen (15) working days of receipt of the materials supplied pursuant to clause 3.5(b) of this Agreement to provide written notice as set out at clause 3.5(c)(i) and/or 3.5(c)(ii) in respect of the same then FAPL shall not thereby be in breach of this Agreement and the Licensee shall have no rights against FAPL in connection with the said failure but FAPL shall be deemed to have notified its approval of the materials so affected pursuant to clause 3.5(c)

	(e)		In the event that FAPL notifies (or is deemed to have notified pursuant to clause 3.5(d)) the Licensee that all relevant materials of and relating to the Stickers and Albums are approved the Players depicted therein shall be deemed Approved Players the depictions of the Approved Players shall be deemed Authorised Photographs and the text used therein shall be deemed Authorised Text (in each case in relation to the Stickers and Albums only) and the Licensee shall be authorised to produce and shall produce in sufficient numbers copies of the

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			Stickers and Albums which conform in all respects with the relevant materials in accordance with the grant set out at clause 2 of this Agreement

	(f)		Any and all copies of the Stickers the Albums and/or the Stickers and Albums produced pursuant to this Agreement shall conform in all respects with the relevant materials approved or deemed to have been approved pursuant to this clause 3.5 and no amendment change or variation in design to the same may be made by the Licensee save with the express written consent of FAPL at its absolute discretion

	(g)		In the event that FAPL notifies the Licensee that any materials and/or any component of any sample of or relating to the Stickers and Albums is not approved the Licensee shall supply fresh materials relevant thereto in accordance with the terms of clause 3.5(b) not later than 1 week following receipt of such notification and the terms of this clause 3.5 shall apply thereto

3.6

In respect of Promotional Material

	(a)		The Licensee shall deliver to FAPL as soon as reasonably practicable and in any event not later than fifteen (15) working days prior to the date of the first intended use of the same sample designs of any and all Promotional Material intended to be used by the Licensee together with full details of those media in which the same is intended to be used and in what parts of the world the same is intended to be used together with such other details as FAPL may reasonably require from time to time

	(b)		FAPL shall consider the samples and proposals supplied pursuant to clause 3.6(a) of this Agreement and shall as soon as is reasonably practicable and in any event not later than fifteen (15) working days after receipt provide the Licensee with written notice that in the case of each such sample and proposed use either

	(i)		the said sample and proposed use is approved or

	(ii)		the said sample and/or proposed use is not approved together with reasons for non-approval

			but for the avoidance of doubt FAPL shall not unreasonably withhold approval in relation to features of the Promotional Materials

	(c)		In the event that (and to the extent that) FAPL has failed within fifteen (15) working days of receipt of the materials supplied pursuant to clause 3.6(a) of this Agreement to provide written notice as set out at clause 3.6(b)(i) and/or 3.6(b)(ii) in respect of the same then FAPL shall not thereby be in breach of this Agreement and the Licensee shall have no rights against FAPL in connection with the said failure but FAPL shall be deemed to have notified its approval of the materials so affected pursuant to clause 3.6(b)(ii) where (but only where) the said materials are materials required to produce and/or distribute or otherwise publish those Promotional Materials set out at Error! Reference source not found. in

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connection with launch of the Stickers and Albums and/or the Trading Card Collection in respect of any Season

	(d)		In the event that FAPL notifies (or is deemed to have notified pursuant to clause 3.6(c)) the Licensee that any sample of the Promotional Materials and any proposed use of the same is approved the Licensee shall be authorised to use in accordance with the terms of use so approved by FAPL and the terms of this Agreement Promotional Materials which conform in all respects with the said sample in accordance with the grant set out at clause 2 of this Agreement

	(e)		Any and all Promotional Materials produced pursuant to this Agreement shall conform in all respects with the relevant samples approved or deemed to have been approved pursuant to this clause 3.6 and no amendment change or variation in design to the Promotional Materials nor any use not expressly authorised pursuant to this clause 3.6 may be made by the Licensee save for such language or regulatory changes as may be appropriate for territories outside the UK or with the express written consent of FAPL (which may be withheld at its absolute discretion)

	(f)		In the event that FAPL notifies the Licensee that any sample of the Promotional Materials or any proposed use thereof is not approved the Licensee may supply fresh samples and/or fresh proposals as to use thereof in accordance with the terms of clause 3.6(a) following receipt of such notification and the terms of this clause 3.6 shall apply thereto

	(g)		In the event that Promotional Materials are used and have not been approved in accordance with the Agreement, upon being notified by FAPL the licensee shall immediately withdraw such Promotional Materials

3.7

Where and to the extent that FAPL reasonably deems it necessary to obtain consent or approval from any Club prior to notifying FAPL"s approval of any materials pursuant to this clause 3 FAPL shall notify the Licensee of this necessity and each of FAPL and the Licensee shall use their respective reasonable endeavours to procure such consent

Exclusivity

4.1

FAPL undertakes and warrants to the Licensee (subject to clauses 4.2 and � and save as set out therein) that neither it nor any Club or Player shall during the Term produce any Competitive Product or grant to any Person the right to produce any Competitive Products and/or the right to grant any such rights. [INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

4.2

By way of clarification and refinement of clause 4.1 the parties hereto agree that the exclusivity granted thereby shall not include

(a)

[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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	(b)		*[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]*

	(c)		*[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]*

	(d)		*[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]*

5		Use of Property

		For the avoidance of doubt the Licensee hereby acknowledges and agrees that:

	(a)		the Property will only be utilised in accordance with the terms of this Agreement and will not be utilised in connection with any other goods or services manufactured distributed or provided by the Licensee or for any other purposes whatsoever save only as expressly authorised by FAPL pursuant to the terms of this Agreement or by separate arrangement with the Licensee

	(b)		(except where otherwise agreed by FAPL in writing prior to any distribution thereof) the Licensed Articles and all Promotional Material distributed in relation to the Licensed Articles shall bear a statement to the effect that the product is "Manufactured under licence from The F.A. Premier League Limited"

	(c)		the Licensee shall not pass off the Licensed Articles as authorised or otherwise endorsed by any individual Player(s) or Manager(s) and shall if reasonably requested by FAPL clearly and visibly indicate this on the Licensed Articles using wording such as "This product is not endorsed by any individual player or manager" (or some such other form as may be agreed in writing by FAPL in advance); and without prejudice to the generality of the above the Licensee agrees that where individual Players are depicted upon any Promotional Materials it shall ensure (without prejudice to FAPL"s rights of approval as set out at clause 3) that (to the extent available space reasonably permits) not less than four (4) Players from four different Clubs are depicted upon each unit of such Promotional Materials. Where the said Promotional Materials are packets for Stickers or Trading Cards the number of Players which must be so depicted upon each unit shall be not less than two (2) and the same two (2) Players shall not appear on more than 50% of such units

6		Consideration

6.1		In consideration of the grant of the rights granted pursuant to this Agreement the Licensee agrees to pay to FAPL

(a)

by way of payment of the total Minimum Guarantee payable by Licensee to FAPL which shall be in no way refundable or repayable but shall be recoupable pursuant to clause 6.7 only the sum of �[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT] pounds sterling) payable in

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instalments on each 1 November and 1 April respectively during the Term commencing on 1 November 2007 with the last instalment to be paid on 1 April 2010;

	(i)		in respect of the period from 1^st November 2007 to 31^st March 2008 the sum of �*[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]* pounds sterling); and

	(ii)		in respect of the period from 1^st April 2008 to 31^st October 2008 the sum of �*[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]* pounds sterling); and

	(iii)		in respect of the period from 1^st November 2008 to 31 March 2009 the sum of �*[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]* pounds sterling); and

	(iv)		in respect of the period from 1^st April 2009 to 31^st October 2009 the sum of �*[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]* pounds sterling); and

	(v)		in respect of the period from 1^st November 2009 to 31^st March 2010 the sum of �*[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]* pounds sterling); and

	(vi)		In respect of the period from 1^st April 2010 to 31^st October 2010 the sum of �*[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]* pounds sterling).

(b)

Royalties upon any and all Sales of Stickers in packet form within the United Kingdom and Eire in the following percentages based on Sales in any one Season

	(i)		upon the Net Sales Value of Sales of Stickers of up to a total value of �*[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]* pounds sterling) a sum equal to *[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]* per cent) thereof and

	(ii)		upon the Net Sales Value of Sales of Stickers of a total value of between �*[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]* and �*[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]* a sum equal to *[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]* per cent) thereof and

	(iii)		upon the Net Sales Value of Sales of Stickers of a total value of more than �*[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]* a sum equal to *[INFORMATION*

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SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT] per cent) thereof

			PROVIDED THAT each of the total values referred to in this clause 6.1(b) shall for the purposes of this clause 6.1(b) be increased for each year of this Agreement after the first by the corresponding amount of any increase in the RPI over the previous year and for this purpose each year shall run from 1 October to 30 September and "RPI" means the retail price index currently issued by the UK Government from time to time or any successor index thereto

	(c)		Royalties upon the Net Sales Value of the total Sales of Trading Cards in packet form within the United Kingdom and Eire in a sum equal to *[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]*per cent) thereof

	(d)		Royalties upon the Net Sales Value of the total Sales of Stickers and/or Trading Cards in packet form outside the United Kingdom and Eire in a sum equal to *[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]* per cent) thereof

	(e)		Royalties upon the Net Sales Value of Sales of Stickers and/or Trading Cards in any form other than packet form (in each case where the same is expressly permitted by FAPL pursuant to this Agreement and including by way of example and without limitation in tins boxes or uncut sheets)

	(i)		of a total value of up to �*[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]* in a sum equal to *[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]* per cent) thereof and

	(ii)		of a total value of more than �*[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]* in a sum equal to *[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]* per centum) in respect of any such Sales which take place in the United Kingdom and Eire and in a sum equal to *[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]* per cent) in respect of any such Sales which take place in any other part of the world

	(f)		Royalties upon the Net Sales Value of the total Sales of Binders in a sum equal to *[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]* per cent) thereof

	(g)		Royalties upon the Net Sales Value of the total Sales of Stickers sold with Gum in a sum equal to *[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]* per cent) thereof

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(h)

Royalties upon the Net Sales Value in relation to the Sales of any Licensed Articles pursuant to any Premium Agreement in a sum equal to [INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT] percent)

6.2

The Licensee shall within thirty (30) days after each Quarter Day furnish to FAPL a complete and accurate statement showing

	(a)		the volume and Net Sales Value of Sales of Licensed Articles during such Quarter and to date broken down in such manner (including but not limited to as set out at clause 6.2(b)) as FAPL may stipulate

	(b)		the number title price format and territory of units sold or otherwise distributed by or on behalf of the Licensee

	(c)		the Licensee"s estimate of Net Sales Value of Sales and Royalties for the following Quarter

	(d)		any other information reasonably requested by FAPL or which is customary for the Licensee to supply to licensors in the same or similar relationships as that which the Licensee has with FAPL under this Agreement

		Following the commercial release of the first Licensed Articles each statement shall be furnished to FAPL as aforesaid whether or not any Licensed Articles have been Sold during such period. Upon presentation of the statement FAPL shall issue an invoice to the Licensee who shall then arrange payment to be made subject to clause 6.6 within fifteen (15) days of receiving such invoice. Receipt by FAPL of any of the statements furnished pursuant to this Agreement or of any sums paid hereunder shall not preclude FAPL from questioning the correctness thereof at any time and in the event that any inconsistencies in such statements or mistakes in payments are discovered they shall immediately be rectified and the appropriate payments made to FAPL. Subject to clause 6.6 a final payment shall be made and statement furnished within thirty (30) days after the next Quarter Day following termination in accordance with clause 15 or the expiry of the Term as the case may be. For the avoidance of doubt Royalties shall accrue under this Agreement upon the earlier of the date of shipment by the Licensee or the date of invoice by the Licensee and shall be included within the statement for the Quarter during which such date occurred

		PROVIDED ALWAYS THAT

		The Licensee shall have the right to withhold from Royalties due to FAPL in relation to any Quarter a reserve not to exceed 25% (twenty five per cent) of Royalties due on the Licensee"s cumulative Sales made on a "sale or return" basis up to the end of such Quarter which reserve shall be liquidated and adjusted by payment to FAPL of all sums owing by way of Royalties upon Sales actually made and not returned to the Licensee such payment to be made in accordance with this Agreement within nine (9) months following the month in which such reserve was created and in any event no later than fifteen (15) months after the launch date for the collection of Trading Cards or Stickers in

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		question or by the end of March in the year following such launch whichever date is later. All sales of Licensed Articles made through direct mail and/or via the internet shall be deemed to have been sold on a non-returnable basis and accordingly the Licensee shall not maintain reserves with respect to such Sales

6.3		If the Licensee fails either in whole or in part to make any payment due hereunder by the due date interest shall be charged by FAPL and compounded on each Quarter Day on the outstanding amount at a rate of *[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]* per cent) per annum above the base rate from time to time charged by Barclays Bank plc from the due date as aforesaid until such date as payment of such amount is received in cleared funds by FAPL

6.4		All sums payable hereunder are exclusive of Value Added Tax which where appropriate shall be paid by the Licensee in addition. FAPL shall deliver to the Licensee an invoice within fourteen (14) days after receipt of funds from the Licensee

6.5		The Licensee acknowledges that it shall have no right to set off any debts owed to it by FAPL against any payments due from it to FAPL hereunder nor any right to any refund recoupment or other recovery in respect of any payments made by it to FAPL hereunder other than under the proviso to clause 6.2 and under clause 6.7

6.6		All sums due to FAPL pursuant to this Agreement shall be paid on presentation by FAPL of its invoice as provided for by clause 6.2 by pre-paid electronic transfer at the Licensee"s expense to an account of FAPL to be notified to the Licensee at least ten (10) clear working days before the due date for payment so that such payment can be requisitioned by the Licensee in time to enable the account of FAPL to receive cleared funds by the due date

6.7		The Licensee shall be entitled to recoup the Royalties out of sums paid by way of the Minimum Guarantee (being the sums payable pursuant to clause 6.1(a) only) with the intention that the Licensee shall pay Royalties exceeding the Minimum Guarantee only to the extent that such Royalties are generated through Sales over the duration of this Agreement. The Minimum Guarantee shall be paid to FAPL in accordance with the terms of this Agreement upon the due dates as set out at clause 6.1(a) and thereafter the Licensee shall be entitled itself to retain the Royalties otherwise payable to FAPL but only until such time as it shall have recouped the entirety of the Minimum Guarantee paid and payable pursuant to this Agreement from this source; thereafter Royalties must be paid in accordance with clauses 6.1 and 6.2

6.8		Amounts invoiced or received by the Licensee in foreign currencies will be deemed converted into pounds sterling at the relevant exchange rate as published by Barclays Bank plc for the date of invoice or receipt as appropriate

6.9		No Royalty is payable for Safes of Stickers or Trading Cards supplied by the Licensee pursuant to a Children"s Mail Service operated in substantially the same manner as that by which it currently allows customers to complete their collections (details of which are set out at Error! Reference source not found.) being a service whereby Stickers can be

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supplied by the Licensee upon request by mail order at a nominal price only in numbers to each collector of not more than 15% of the total number of Stickers comprised in the Stickers and Albums for that Season and/or of Trading Cards in the Trading Card Collection for that Season respectively

7		Accounting Records and Rights of Inspection

7.1		The Licensee agrees to keep accurate books of account and records covering all transactions relating to this Agreement and the Licensed Articles (including without limitation any distribution of Licensed Articles described at clause 14.3) and FAPL shall have the right (itself or through such firm of accountants as FAPL may choose to appoint from time to time) no more than twice in any one calendar year and on ten (10) business days" notice in writing to examine such books and records at the principal place of business of the Licensee during the Licensee"s regular business hours and shall have full access thereto for the said purpose and for the purpose of making extracts therefrom. If such inspection reveals that the Licensee has underpaid any Royalties the Licensee shall on demand account for such underpayment (together with interest in accordance with clause 6.3) and if the Licensee has underpaid such Royalties by a factor of 3% (three per cent) or more of those due under the most recent statement or under the statements for the period covered by the audit the Licensee shall in addition reimburse the reasonable cost of such audit and such audit shall not count as one of the two audits to which FAPL is entitled in each calendar year

7.2		All books of account and records referred to in clause 7.1 shall be kept available for at least two (2) years after expiry or earlier termination of this Agreement or any renewal hereof and the Licensee agrees to permit inspection thereof by FAPL during such two (2) year period in accordance with clause 7.1

Intellectual Property

8.1

FAPL and/or any of the Clubs may in its absolute discretion take such steps to obtain trade mark registrations in respect of the Property as it may deem necessary

8.2

The Licensee agrees to include on the Albums and Binders and the packets in which the Stickers and Trading Cards are sold and/or any Promotional Materials featuring any of the Property

	(a)		the following copyright notice "^� (In the F.A. Premier League logo) The F.A. Premier League Limited [(1996)]" and

	(b)		an appropriate trade marks notice whenever the FAPL Marks the Club Logos and/or the F.A. Marks are used

For the purposes of this clause 8.2 an appropriate trade marks notice shall mean the symbol ^TM or the symbol as notified to the Licensee by FAPL in advance of production of the Licensed Articles. Such copyright and trade mark notices as FAPL may reasonably stipulate shall also appear on the opening page of any Album or in such other place as the parties may agree

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8.3		The parties hereby agree that to the extent sponsorship has been procured for FAPL and/or any Clubs and/or Players and/or Players" Photographs and/or which is reflected in or otherwise relates to the Players" Photographs or other Property the Licensee shall carry a discreet acknowledgement of such sponsorship and if required a logo of such sponsor in the title pages or in such other place in any Album or as FAPL may reasonably stipulate provided that the same is not used to promote the goods and/or services of any Competitor

8.4		The Licensee acknowledges that as between FAPL and the Licensee all copyright trade marks and any other intellectual property rights in the Property and the words "Premier League" and "Premiership" together with any goodwill attaching thereto shall remain the sole property of FAPL

8.5		As regards all copyrights in relation to and associated with the Licensed Articles (save only in the Topps Name and Logo and/or the Property and/or any Authorised Photographs) and the related packaging labelling promotional advertising display or other materials (including without limitation the artwork statistics text and layout of the Licensed Articles and the design and format of the Licensed Articles and the Promotional Materials) together with any items text materials photographs artwork or components of such materials created or used at any time by the Licensee pursuant to rights granted to it by FAPL at any time prior to the date of this Agreement (all together the "Materials") the Licensee hereby agrees that to the extent it is or becomes at any time and/or by any means entitled to ownership of or other rights in connection with such copyright (wherever in the world such copyright may now or in future subsist) that copyright and/or those rights shall be owned jointly by the Licensee and FAPL. The Licensee hereby agrees that it will take all steps and do all things reasonably practicable to ensure that any and all copyright in the Materials becomes vested in the Licensee and thus jointly in the Licensee and FAPL in accordance with this clause 8.5 and shall do all things and execute all documents reasonably necessary to perfect such grant of joint copyright to FAPL upon FAPL"s request. FAPL in return hereby grants back to the Licensee a licence thereof necessary for the Licensee to discharge its obligations or to enjoy the rights expressly granted to it pursuant to this Agreement. For the avoidance of doubt

	(a)		nothing herein shall prevent the Licensee using any underlying works or concepts in relation to any products outside the scope of this Agreement notwithstanding that those works or concepts have been developed in relation to the Materials provided that use of such works does not result in reproduction (wholly or substantially) of any Licensed Articles and/or any Materials

	(b)		Neither the Licensee nor FAPL shall use any of the artwork designs Authorised Photographs Approved Text or other component part of the Licensed Articles and/or any part or parts of the Promotional Materials and/or the Materials for so long as any relevant copyright subsists therein without the written consent of the other

8.6

FAPL hereby agrees that it will use reasonable endeavours to procure the waiver (to such extent only that the same is necessary to enable the Licensee to discharge its obligations

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or to enjoy the rights expressly granted to it pursuant to this Agreement) by all appropriate persons of any and all moral rights (as defined at Chapter IV of Part I of Copyright Designs and Patents Act 1988 or equivalent provisions under the laws of any other jurisdiction) in any Players" Photographs and in any Property. The Licensee agrees that it will use reasonable endeavours to procure the waiver (to such extent only that the same is necessary to enable FAPL to discharge its obligations or to enjoy the rights expressly granted to it pursuant to this Agreement) by all appropriate persons of any and all moral rights in any Materials (other than the Players" Photographs or any Property)

8.7

As between the Licensee and FAPL the Property and any and all trademarks copyrights and other proprietary rights in and to the Property are exclusively owned reserved and/or controlled by FAPL and any and all intellectual property rights or other rights in the same which may at any time accrue to the Licensee shall inure to the benefit of and are hereby assigned together with the goodwill attached thereto to FAPL

8.8

FAPL shall have the right to terminate this Agreement in the event that the Licensee asserts any rights in or to the Property other than as set forth herein. Nothing contained in this Agreement nor the use by the Licensee of the Property will give the Licensee any ownership interest in any such trademark logo copyright or trade name of FAPL. The Licensee shall not by virtue of this Agreement obtain or claim any right title or interest in or to the Property except the rights of use as are specifically set forth herein

8.9

Without prejudice to the other provisions of this Agreement the Licensee undertakes to develop manufacture package store and distribute the Licensed Articles in accordance with standards and specifications of quality no less than those which the Licensee applies in its business in collectable stickers and trading card products immediately prior to the date of release of such Licensed Articles. FAPL shall have the right no more than twice in any one calendar year and upon reasonable notice in writing to inspect the premises or factories of the Licensee or any Person granted the right to manufacture produce or store the Licensed Articles where the Licensed Articles are manufactured or stored for the purpose of satisfying itself that the Licensed Articles are being manufactured and stored in accordance with the terms of this Agreement

8.10

The Licensee shall use reasonable endeavours to ensure that all Licensed Articles sold offered for sale distributed or delivered under this Agreement are accompanied by appropriate explanations notes and/or instructions (including in languages other than English if the sale offer for sale distribution or delivery is to take place in countries where English is not the first language for such instructions) and warnings and precautions (including health warnings if any) concerning use of the Licensed Articles and/or in respect of any Gum or other products included in the packets in which the same are sold

8.11

The Licensee shall provide or procure the provision of to the same extent as it does for its other collectable stickers and cards products appropriate technical information and customer support for the Licensed Articles (including but not limited to support for customers in completing their collections of such nature as FAPL and the Licensee may from time to time agree) and appropriate warranties for the Licensed Articles for consumers

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8.12

The Licensee shall ensure the following notice appears on the Albums and Binders and the packets in which the Stickers and Trading Cards are sold "Unauthorised reproduction of any part of this product is prohibited" or some such other similar notice as utilised by the Licensee for other products

8.13

The Licensee shall if so reasonably requested by FAPL from time to time provide FAPL with details of its efforts adequately to secure the Licensed Articles against unauthorised use copying and access

Indemnity and Limitation of Liability

9.1

The Licensee hereby agrees fully and effectively to indemnify and to keep indemnified FAPL against and hold it harmless from all claims actions loss or liability direct indirect and consequential losses of whatever nature (including but not limited to reasonable legal fees but excluding pure economic loss) arising out of

	(a)		any alleged unauthorised use of any patent process copyright and/or trade marks (including but not limited to the Property) idea method or device used by the Licensee in connection with the Licensed Articles and/or the Promotional Materials and/or the Materials save where such use is pursuant to FAPL"s authorisation

	(b)		any use of and/or alleged defects in the Licensed Articles including any third party Product supplied pursuant to a Premium Agreement and/or the Promotional Materials or out of instructions for use of the Licensed Articles (including any Gum or other products included the packets in which Licensed Articles are sold) or lack of the same (including without limitation all public and product liability)

9.2

If any claim or threat of action (including without limitation any originating process in any proceedings arbitration or other process ("Proceedings")) in respect of which FAPL seeks indemnity pursuant to clause 9.1 is received by or comes to the notice of FAPL FAPL shall as soon as practicable give or procure to be given to the Licensee written notice of the same and shall make no comment or admission to any third party in respect thereof. Such notice shall be accompanied by a copy of the relevant document(s)

9.3

Save to the extent that the Proceedings relate to the Property in any way (in which event FAPL shall have sole discretion as to what action if any is to be taken subject only to the provisions of clause 12)

	(a)		FAPL shall allow the Licensee to have conduct on its behalf of any litigation or settlement negotiations in relation to any Proceedings in respect of which FAPL seeks indemnity pursuant to clause 9.1 and

	(b)		if so requested in writing by the Licensee FAPL shall take such action as the Licensee may reasonably request (with the Licensee to reimburse FAPL"s reasonable expenses in so doing) to avoid dispute resist appeal compromise or defend such Proceedings

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9.4

This clause and clauses 9.5 to 9.9 inclusive set out the Licensee"s entire liability (including any liability for the acts and omissions of its employees agents and sub-contractors) to FAPL in respect of

	(a)		any breach of its contractual obligations arising under this Agreement and

	(b)		any representation or tortious act or omission including without limitation for negligence arising under or in connection with this Agreement

		save only in respect of those matters expressly stated in this clause 9 of this Agreement to give rise to an obligation set out therein of the Licensee to indemnify FAPL

9.5		Any act or omission on the part of the Licensee or its employees agents or sub-contractors falling within clause 9.4 above shall for the purpose of this clause 9 be known as an "Event of Licensee^"s Default"

9.6		The Licensee"s liability to FAPL for death or injury resulting from its own negligence or that of its employees agents or sub-contractors shall not be limited

9.7		Save as set out at clause 9.1 and subject to the provisions of clause 9.6 and 9.8 the Licensee"s entire aggregate liability howsoever arising and of whatever nature in respect of any and all Events of Licensee"s Default of whatever nature and howsoever arising shall be limited to the payments it is obliged to make to FAPL pursuant to clause 6.1 (should it fail to pay the same) and over and above such payments the additional sum of �*[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]* pounds sterling)

9.8		Without prejudice to clause 9.1 the Licensee shall not (to the extent permitted by law) be liable to FAPL in respect of any Event of Licensee"s Default for loss of profits goodwill or any type of special indirect or consequential loss or damage (including loss or damage suffered by FAPL as a result of an action brought by a third party) save to the extent that such loss was reasonably foreseeable or the Licensee had been advised of the possibility of FAPL incurring the same

9.9		This clause and clauses 9.10 to 9.13 inclusive set out FAPL"s entire liability (including any liability for the acts and omissions of its employees agents and sub-contractors) to the Licensee in respect of

	(a)		any breach of its contractual obligations arising under this Agreement and

	(b)		any representation or tortious act or omission including without limitation for negligence arising under or in connection with this Agreement save only in respect of those matters expressly stated herein or in any subsequent agreement in writing to give rise to an obligation set out therein of FAPL to indemnify the Licensee

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9.10		Any act or omission on the part of FAPL or its employees agents or sub-contractors falling within clause 9.9 above shall for the purpose of this clause 9 be known as an "Event of FAPL"s Default"

9.11		FAPL"s liability to the Licensee for death or injury resulting from its own negligence or that of its employees agents or sub-contractors shall not be limited

9.12		Subject to the provisions of clause 9.11 and L13 FAPL"s entire aggregate liability howsoever arising and of whatever nature in respect of any and all Events of FAPL"s Default of whatever nature and howsoever arising shall be limited to the aggregate amount of the Minimum Guarantee payable pursuant to clause 6.1(a) which FAPL has actually received from the Licensee as at the date of any such liability to pay being agreed or determined by a court of competent jurisdiction

9.13		FAPL shall not (to the extent permitted by law) be liable to the Licensee in respect of any Event of FAPL"s Default for toss of profits goodwill or any type of special indirect or consequential loss or damage (including loss or damage suffered by the Licensee as a result of an action brought by a third party) save to the extent that such loss was reasonably foreseeable or FAPL had been advised of the possibility of the Licensee incurring the same

10		Licensee"s Warranties and Undertakings

10.1		The Licensee hereby warrants and undertakes to FAPL that it shall

	(a)		not adopt or use any other marks drawings symbols emblems logos designations or names confusingly similar to the Property or the F.A. Marks

	(b)		not during the Term do or suffer to be done any act or thing which will in any way alter harm misuse or bring into disrepute impair or adversely affect the Property or the rights and interests of FAPL and/or the Clubs and/or the F.A. and/or the Players therein nor use the Property in any manner likely to cause harm to the goodwill attached thereto or to the F.A. Marks

	(c)		not during the Term exercise the rights granted under this Agreement nor use the Property in any manner which in the reasonable opinion of FAPL is prejudicial to the image of FAPL the F.A. the Clubs the Players or the good name of football in general

Sample Business Contracts