License Agreement - Football Association Premier League Ltd. and Merlin Publishing International plc
LICENSE AGREEMENT
THIS AGREEMENT is made the 3rd day of August 1994
BETWEEN:
(1) THE FOOTBALL ASSOCIATION PREMIER LEAGUE LIMITED ("the Licensor") whose
registered office is at 16 Lancaster Gate, London W2 3LW
AND
(2) MERLIN PUBLISHING INTERNATIONAL plc ("the Licensee") registered number:
2331336 whose registered office is at 18 Vincent Avenue, Crownhill,
Milton Keynes, MK8 OAW
WHEREAS:
(A) The Licensee is a manufacturer and distributor of football and other
sports cards stickers and sticker albums; and
(B) The Licensor wishes to grant to the Licensee as its sole and exclusive
licensee rights to manufacture and distribute cards stickers and albums
bearing the insignia and badges of the Licensor and its member clubs,
and also the photographic images of all players registered with those
clubs.
NOW IT IS HEREBY AGREED as follows:
1. DEFINITIONS
1.1 In this Agreement (which expression shall include the Schedule hereto)
the following words and expressions shall have the meanings ascribed to
them below:
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"Clubs": in respect of each football season during the Term, those
football clubs who at the commencement of the relevant
season are affiliated to and members of the Football
Association Premier League (a list of the Clubs for the
1993/94 season being attached as Schedule One);
"the Clubs'
Designs": the official logos designs badges and insignia owned or used
by each of the Clubs during the Term the current ones of
which have been made available to the Licensee so as to
enable it to exercise its rights hereunder;
"the Clubs'
Photographs": the photographic images of all those players from time to
time registered with each of the Clubs the copyright in which
is at any time during the Term owned or controlled by any of
the Clubs;
"the
Designs": the Clubs' Designs and the Licensor's Designs;
"F.A.": Football Association Limited;
"the F.A.
Marks": the trademarks "F.A." and "Football Association" but only as
the same may be incorporated within the Designs and not
otherwise;
"the Licensed
Articles": the stickers and trading cards bearing the Marks, the
Designs and the Players' Photographs and such other
photographs of Players as the Licensee may from time to time
determine, together with the sticker albums incorporating
the Marks and Designs;
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"the
Licensor's
Designs": the official logos designs badges and insignia owned or used
by the Licensor during the Term the current ones of which are
shown in Schedule 2;
"the
Licensor's
Photographs": the photographic images of all those players from time to
time registered with each of the Clubs the copyright in which
is at any time during the Term owned or controlled by the
Licensor;
"the
Licensor's
Royalties": the payments to the Licensor as calculated in accordance with
Clause 3.2 and 3.3;
"the Marks": the trademarks incorporating the Designs which are now or
hereafter owned or controlled by the Licensor;
"the Minimum
Guarantee": the non-refundable advance payments made by the Licensee to
the Licensor pursuant to Clause 8 below;
"the Net
Invoice
Amount": the gross invoice price billed by or on behalf of the
Licensee to wholesalers and/or retailers less Value Added Tax
(at the prevailing rate) where applicable;
"the Net
Sales": the Packets sold by and not returned to the Licensee under
this Agreement;
"Packet:" the unit in which stickers and trading cards are respectively
offered for sale to the public;
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"the
Performance
Targets": the performance targets to be met by the Licensee during each
year of the Term, as set out in Clause 9 below;
"the Player": a player as defined in the Rules of the Football Association
Premier League who is at the relevant time registered with a
Club;
"the Players'
Photographs": the Clubs' Photographs and the Licensors' Photographs;
"the Quarter:" the period beginning on 1st January, 1st April, 1st July or
1st October in any Year;
"the Rights": those rights granted to the Licensee pursuant to Clause 2.1;
"the Term": the term of this Agreement which shall commence upon the 1st
January 1994 and shall expire on the third anniversary of
such date unless extended pursuant to Clause 10 or terminated
earlier by either party pursuant to Clause 11;
"the
Territory": the United Kingdom of Great Britain and Northern Ireland, the
Isle of Man, the Channel Islands and the Republic of Ireland;
"the Year": the calendar year.
1.2 References in this Agreement to Clauses and Schedules are references
to the Clauses and Schedules contained in or forming part of this
Agreement.
1.3 The headings in this Agreement are for ease of reference only and it
is not intended by the parties that they should be used for the
purpose of interpreting or construing any of the provisions hereof.
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2. LICENSE OF RIGHTS
2.1 In consideration of payment of the Minimum Guarantee and the
Licensor's Royalties, the Licensor hereby grants to the
Licensee solely and exclusively the following rights throughout the
Territory and for the duration of the Term:
(a) the right to produce, manufacture, distribute and sell the
Licensed Articles incorporating the Marks, the Designs the Players'
Photographs and such other photographs of Players as the Licensee may
determine (to the extent the Licensor is empowered so to do);
(b) the right to incorporate the Marks, the Designs the Players'
Photographs and (to the extent the Licensor is empowered so to do)
such other photographs of Players as the Licensee may determine in all
types of advertising material (such as press advertising, catalogues,
packaging, price tags, etc.) serving the distribution and sale of the
Licensed Articles.
2.2 All rights not expressly granted to the Licensee hereunder are
reserved to the Licensor who shall be free to use such rights in any
manner in its sole discretion.
2.3 The Licensor shall supply, or produce the supply by the Clubs of
materials (including Players' Photographs, and artwork and
transparencies used in the Designs) which are reasonably necessary for
the production of the Licensed Articles. Such supply will be at no
cost to the Licensee, other than where processing or handling costs
are involved, in which case a reasonable charge (payable to the
Licensor or Clubs as appropriate) may be made to cover such costs.
2.4 Any materials supplied to the Licensee hereunder shall as between the
parties hereto remain the property of the Licensor (or the Clubs,
where applicable).
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3. LICENSEE'S OBLIGATIONS
3.1 In consideration of the Rights granted under this Agreement the
Licensee shall pay to the Licensor the following fees:
(a) the Minimum Guarantee ( in accordance with the provisions of
Clause 8); and
(b) a royalty on Net Sales (in accordance with the provisions of
this Clause).
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3.2 The rate of royalty shall be determined by reference to the volume of
Net Sales during the Year in question as follows:
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Volume of Net Sales in the Year Royalty Rate Payable
Less than 10,000,000 [INFORMATION SUBJECT TO REQUEST FOR
CONFIDENTIAL TREATMENT]
10,000,000 - 19,999,999 [INFORMATION SUBJECT TO REQUEST FOR
CONFIDENTIAL TREATMENT]
20,000,000 - 29,999,999 [INFORMATION SUBJECT TO REQUEST FOR
CONFIDENTIAL TREATMENT]
30,000,000 - and over [INFORMATION SUBJECT TO REQUEST FOR
CONFIDENTIAL TREATMENT]
but:
3.2.1 (for the avoidance of doubt) where the Net Sales in the Year exceed
the maximum figure given in any of the bands of column 1 above the
higher rate of royalty given in the next band of column 2 shall apply
only in respect of that number of Net Sales which fall within the
corresponding band of column 1;
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3.2.2 the rate of royalty assumes that each Packet of stickers shall contain
6 stickers. If, over the Year, the average number per Packet is
materially more than 6, then (for the purposes of calculating the
royalty pursuant to this Clause 3) the volume of Net Sales shall be
reduced pro rata.
3.3 The amount of Licensor's Royalties:
3.3.1 shall, as regards Packets of stickers, be calculated by applying
the appropriate percentage rates set out in Clause 3.2 to the Net
Invoice Amount. No deductions ( such as commissions freight packing
cost or trade discounts) shall be allowed in determining the Net
Invoice Amount. The amount of Licensor's Royalties shall not be less
than [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT] per
Packet of stickers.
3.3.2 shall, as regards Packets of trading cards, be such amount as
the parties hereto may agree.
3.4 The Licensor's Royalties and Minimum Guarantee are expressed exclusive
of value added tax which shall be charged by the Licensor and paid by
the Licensee against accurate invoices at the prevailing rates.
3.5 The Licensee acknowledges that it shall have no right to set off any
debts owed to it by the Licensor against any payments due from it to
the Licensor hereunder.
3.6 Subject to Clauses 8 and 12.4 below the Licensee undertakes that it
shall pay the Licensor's Royalties within 21 days of the last day of
December, March, June and September in each Year of the Term by
delivering a cheque to the Licensor at the above address or such
other address as shall be notified by the Licensor to the Licensee the
Licensor undertaking that it shall promptly supply an accurate VAT
invoice for the amount thereof charged at the prevailing rates.
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3.7 In accounting for and paying Licensor's Royalties the Licensee will
assume that [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]
per cent of Packets sold by the Licensee during the preceding quarter
will be returned and the Licensee will be entitled to retain
[INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT] per cent
of the Net Invoice Amount of such Packets as a provision against
returns. No later than 21st January in each Year the Licensee will
supply the Licensor with an account of Net Sales (including the
average number of Stickers per Packet) for the preceding Year adjusted
for actual returns together with a balancing payment of Licensor's
Royalties if any is payable. The Licensor will immediately pay to the
Licensee the amount by which sums paid to the Licensor under Clause
3.6 in the preceding Year exceed the Net Sales for that Year.
3.8 Any sum due under this Agreement which remains unpaid after the date
on which it became due shall subject to Clause 11.1 incur interest at
the rate of three per cent (3%) per annum over Barclays Bank plc
Minimum Base Lending Rate from time to time (which interest shall be
paid to the Licensor at the same time as the principal amount).
3.9 Throughout the Term and for one year after expiration or termination
of this Agreement the Licensee shall keep at the address above shown
full and accurate books of account, records, contracts and prices
showing all dealings in the Licensed Articles including the total
number of units of each of the Licensed Articles manufactured,
distributed and returned whether by wholesale or retail, or
distributed without charge for promotional purposes and of all units
lost, damaged or stolen, and a calculation of the Licensor's Royalties
in respect of the Licensed Articles.
3.10 Within 21 days of the last day of March, June, September and December
in each Year of the Term and the last day of the Quarter in which
termination occurs the Licensee shall provide a detailed summary of
the information referred to in Clause 3.9 above.
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3.11 The Licensee agrees that the Licensor shall be entitled to arrange for
an annual audit to inspect and make copies of the Licensee's books of
account, records, contracts and any other relevant material relating
to the Agreement in order to verify the sums due to the Licensor. If
such audit reveals that the Licensee owes an additional sum in excess
of 10% of the last payment, then the Licensee shall pay the cost of
the audit.
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3.12 The Licensee agrees to include the following copyright notice in and
on the Licensed Articles and in all publicity, advertising,
promotional and packaging material in respect of the marketing and
distribution of the Licensed Articles: "(Copyright) FA Premier League
Limited [Year of publication]", and an appropriate trademark notice
whenever the Marks or the F.A. Marks are used.
3.13 The Licensee agrees that the Licensor shall be entitled to approve the
Licensed Articles prior to manufacture and distribution such approval
not to be unreasonably withheld or delayed PROVIDED that if the
Licensor proposes to exercise the right to approve it will notify the
Licensee in timely manner and the Licensee undertakes in a timely
manner to supply such samples of each of the Licensed Articles in the
exact form and material in which the Licensee proposes to manufacture,
distribute and sell them. The Licensee acknowledges that such
approval if so required must be in writing.
3.14 The Licensee agrees that the Licensor shall be entitled to approve all
publicity promotional advertising and packaging material in respect of
each of the Licensed Articles such approval not to be unreasonably
withheld or delayed PROVIDED that if the Licensor proposes to exercise
the right to approve it will notify the Licensee in timely manner and
the Licensee undertakes in a timely manner to supply such samples of
all such material. The Licensee acknowledges that such approval if so
required must be in writing.
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3.15 The Licensee acknowledges that all copyright, trademarks and any other
intellectual property rights in the Marks the Designs and the Players'
Photographs together with any goodwill attaching thereto shall as
between Licensor and Licensee remain the sole property of the
Licensor.
3.16 The Licensee may not assign the Rights granted under this Agreement in
total or in part to any third party (without the Licensor's prior
written consent).
3.17 The Licensee acknowledges that it is solely responsible for all costs
incurred by the Licensee in the commercial exploitation of the
Licensed Articles including the manufacturing, distribution, selling,
advertising and promotion thereof.
3.18 The Licensee agrees to provide free of charge to the Licensor five (5)
copies of each of the Licensed Articles in the form in which they are
released to the general public.
4. LICENSOR'S WARRANTIES
The Licensor undertakes and warrants that:
4.1 it is fully entitled to enter into this Agreement and to grant the
Rights hereunder;
4.2 it is the sole owner of or controls to the extent necessary:
(i) the Marks;
(ii) the Licensor's Designs;
(iii) the Licensor's Photographs;
4.3 it has been licensed by the Clubs to sub-license to the Licensee the
rights in the Clubs' Designs and Clubs' Photographs as provided in
Clause 2.1;
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4.4 the exercise by the Licensee of the rights as provided in this
Agreement will not infringe the rights of any third party;
4.5 there is not in force at the date hereof any sponsorship or other
commercial contract between it or any Club granting and neither it nor
any Club will during the Term grant to any third party engaged
concerned or interested in or who proposes to be engaged concerned or
interested in the manufacture distribution or sale of football
stickers or football cards or football sticker or card albums any
right in the Territory in the Players' Photographs the Marks or the
Designs;
4.6 in the event that any articles substantially similar to the Licensed
Articles are without the prior written approval of the Licensor and
Licensee distributed or proposed for distribution by a third party the
party made aware will immediately notify and consult with the other
party and the Licensor will use all reasonable endeavours (including
undertaking legal action where in its reasonable opinion it deems this
necessary or appropriate) to procure the removal of the unauthorised
articles from the market;
4.7 it shall procure that any Club granting permission to a photographer
to take photographs on its premises shall, as a condition of such
grant, request the photographer to assign to the Club copyright in all
photographs taken on the Club's premises.
5. LICENSEE'S WARRANTIES
The Licensee undertakes and warrants that:
5.1 it is free and entitled to enter into this Agreement and to perform
the obligations undertaken by it hereunder;
5.2 it will not do or omit to do anything which might undermine the
validity of the Marks as registered Trade Marks;
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5.3 if required by the Licensor it will execute and register at its own
expense a Registered User Agreement in relation to its use of the
Marks and in accordance with the provisions of the Trade Mark Act 1938
and the Trade Mark Rules 1938 and any re-enactments and modifications
thereof;
5.4 it will not adopt or use (otherwise than in accordance with the
provisions of this Agreement) any trade mark or symbol, emblem, logo,
mark or designation which includes or is confusingly similar to or is
a simulation or colourable imitation of the Designs or the Marks or
which unfairly competes with the same;
5.5 if requested by the Licensor on behalf of the F.A. it will enter into
an undertaking on terms reasonably satisfactory to the Licensor on
behalf of the F.A. that it will comply with such terms and conditions
regarding the use of the F.A. Marks as may reasonably be required by
the F.A. and that it shall also enter into a Registered User Agreement
in any territory where such an Agreement is, in the F.A.'s reasonable
opinion, necessary or desirable to protect the F.A.'s position in
relation to the F.A.
Marks;
5.6 it will in no way alter the photographic negatives or images of the
Players' Photographs provided that the Licensor will not prevent the
Licensee from reproducing part only of such photographic negatives or
images;
5.7 the Licensed Articles shall not make use of the Players' Photographs,
Marks or Designs in any way which might be obscene or defamatory;
5.8 the Licensed Articles shall be produced to sample or (if none is
required) reasonable quality and shall conform to all regulations of
government or other relevant authority;
5.9 it will not without the prior written consent of the Licensor enter
into any agreement with a third party for the sponsorship of any of
the Licensed Articles.
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6. MUTUAL INDEMNITY
6.1 The Licensor and the Licensee mutually undertake to indemnify the
other against all liabilities, claims, demands, actions, costs,
damages and loss suffered by the party not in breach arising out of
any breach by the other party of any of the terms of this Agreement.
This undertaking shall not, however, extend to and neither party shall
have any liability to the other for loss of profits or goodwill even
if such loss was reasonably foreseeable or the party not in breach had
been advised of the possibility of the other incurring the same.
6.2 In the event of any claim, dispute, action, writ or summons being
brought by any third party against either party in connection with
this Agreement the Licensor and the Licensee agree to provide full
details to the other party at the earliest opportunity and shall not
settle any such matter without first consulting the other party.
7. CONFIDENTIALITY
The Licensor and the Licensee shall not disclose to any third party
any confidential information relating to the business or future plans
of the other party at any time acquired during the existence of this
Agreement save in so far as such information has come into the public
domain through no fault of the recipient or its agents or employees or
its disclosure is required by law and no reference shall be made to
the terms of this Agreement by either party in any advertising,
publicity or promotional material without the prior consent of the
other party.
8. MINIMUM GUARANTEE
8.1 By way of Minimum Guarantee of its obligation to pay Licensor's
Royalty the Licensee shall pay to the Licensor sums at the rate of
[INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]per annum.
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8.2 The Minimum Guarantee shall accrue Quarterly on the first day of each
Quarter during the Term and shall be paid in equal instalments each of
[INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT] as to the
first instalment on the date of signature of this Agreement and as to
subsequent instalments on the last day of each preceding Quarter by
the Licensee delivering a cheque drawn on a UK clearing bank to the
Licensor at the above address or at such other address as shall be
notified by the Licensor to the Licensee.
8.3 The Minimum Guarantee may be set off against the Licensor's Royalties
provided such are paid in accordance with the provisions of Clause 3
so that with respect to each Quarter during the Term if the Licensor's
Royalties due and payable by the Licensee exceed the amount of Minimum
Guarantee paid then only the excess shall be payable by the Licensee.
8.4 For the avoidance of doubt if in any Quarter during the Term the
Licensor's Royalties fail to exceed the level of the Minimum Guarantee
paid in respect of such Quarter then the Licensee shall not be
entitled to any rebate of the Minimum Guarantee payment.
9. LICENSEE'S PERFORMANCE TARGETS
9.1 The Licensee shall procure that by the following dates the following
cumulative retail performance targets are met or exceeded:
By Number of Packets Sold Cumulative Number Sold
31st July 1994 [INFORMATION SUBJECT TO REQUEST FOR
CONFIDENTIAL TREATMENT]
31st July 1995 [INFORMATION SUBJECT TO REQUEST FOR
CONFIDENTIAL TREATMENT]
31st July 1996 [INFORMATION SUBJECT TO REQUEST FOR
CONFIDENTIAL TREATMENT]
9.2 If by any of the dates given in column 1 of Clause 9.1 the
corresponding number of packets given in column 2 has not been sold
the Licensor shall have the right within one month of receipt of such
information to serve on the Licensee notice terminating this
Agreement.
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10. EXTENSION
Subject to due performance of its respective obligations hereunder,
either party shall at its option be entitled to extend the Term for a
further period of twelve (12) months from the date when the Term would
otherwise have expired by giving notice in writing to that effect to
the other party not later than six (6) months before the original
expiry date. If such notice of extension is served this Agreement
shall continue in force upon terms which shall be substantially the
same as those stated herein, excluding this Clause and Clause 9.
11. TERMINATION
11.1 Either party shall be entitled to terminate this Agreement forthwith
if the other is in material breach of any of its obligations under
this Agreement and has not remedied the same (where capable of remedy)
within fourteen (14) days of service of notice by the other party
specifying such breach and indicating an intention to terminate if the
breach is not remedied (if capable of remedy).
11.2 Either party shall be entitled by notice in writing to the other to
terminate this Agreement forthwith if the other goes into liquidation
(except for the purposes of amalgamation or reconstruction) or
receivership (including administrative receivership) or has an
administrator appointed or makes any arrangement or composition with
its creditors.
12. EFFECT OF TERMINATION
12.1 Termination of this Agreement shall not affect rights and obligations
(other than the Rights which shall forthwith revert to the Licensor)
which may have accrued to either party before the date of such
termination.
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12.2 Upon termination of this Agreement the Licensee shall deliver to the
Licensor any materials supplied to it in pursuance of Clause 2.3
above.
12.3 In the event the Licensor terminates this Agreement:
(a) for any reason pursuant to Clause 9.2 or Clause 11 or Clause 14,
the Licensee shall in no way be entitled as a result thereof to any
refund of any monies previously paid by it under this Agreement;
(b) by reason of breach of Clause 3.1 pursuant to Clause 11.1, or
for any reason pursuant to Clause 11.2, the Licensee's liability in
respect of the Minimum Guarantee shall be for the amount which would
have become due under Clause 8 during the balance of the Term (if the
Agreement had not been terminated).
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12.4 Notwithstanding termination of this Agreement pursuant to the
provisions of Clause 9.2, 11 or 14, the following clauses of this
Agreement shall be deemed to survive termination or expiry hereof:
Clauses 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 7 and 13.
13 SELL-OFF PERIOD
The Licensee shall be entitled to sell off, on a non-exclusive basis,
Licensed Articles previously manufactured under this Agreement for the
purpose of commercial sale for a period of three (3) months from the
date of expiry or termination provided that the Licensee adheres to
the terms of this Agreement.
14. FORCE MAJEURE
If either party to this Agreement is prevented or delayed in the
performance of any of its obligations under this Agreement by a cause
affecting the performance of such obligation which is beyond the
reasonable control of that party and if such party gives written
notice thereof to the other party within 7 days after the
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commencement of the cause in question and specifying the matters
constituting such cause and the period for which it is estimated that
such prevention or delay will continue together with such evidence of
such matters as it is reasonably able then to give as from the date of
such notice for so long as such cause of prevention or delay shall
continue the party so prevented or delayed shall be excused the
performance or the punctual performance (as the case may be) of the
particular obligation or obligations which it is prevented or delayed
from performing PROVIDED that said party shall use its best endeavours
to bring to an end such cause as soon as possible and PROVIDED FURTHER
that is such cause continues for more than 60 days the other party
shall be entitled to terminate this Agreement by notice in writing.
15. GRANT OF RIGHTS
The rights granted to the Licensee under this Agreement are personal
to the Licensee and not capable of transmission in any form
whatsoever to the successors of the Licensee.
16. NO ASSIGNMENT
Neither party may assign, transfer, charge or otherwise dispose of or
subcontract any of its rights or obligations under this Agreement, or
agree so to do, without the prior written consent of the other party.
The Licensee is hereby authorised to sub-contract certain additional
functions subcontracted at the date hereof, and printing packaging and
distribution of the Licensed Articles PROVIDED THAT the Licensee shall
remain fully liable to the Licensor for its obligations and
undertakings in this Agreement.
17. NO PARTNERSHIP
This Agreement shall not constitute a partnership or joint venture
between the parties hereto.
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18. WHOLE AGREEMENT
This Agreement constitutes the entire agreement between the parties
with regard to the subject matter hereof and may only be amended in
writing signed by the duly authorised representatives of both parties.
19. NOTICES
Any notice to be served under this Agreement shall be in writing and
served upon the recipient at its address hereinbefore set out (or such
other address as may be notified for this purpose) either by hand, by
first class post, by telex or facsimile and shall be deemed served
seventy-two hours after posting if sent by first class post, on
delivery if delivered by hand, on receipt of correct answerback if
sent by telex and on completion of transmission if sent by facsimile.
20. LEGAL COSTS
Each party shall bear the legal costs incurred by it in relation to
the preparation of this Agreement.
21. GOVERNING LAW
This Agreement shall be governed by the laws of England and the
parties hereby submit to the exclusive jurisdiction of the courts of
England.
22. RESTRICTIVE TRADE PRACTICES ACT 1976
Any provisions in this Agreement or in any arrangement of which this
Agreement forms part by virtue of which this Agreement or such
arrangement is subject to registration under the Restrictive Trade
Practices Act 1976 shall not come into effect until the date following
the day on which particulars of this Agreement and of any such
arrangement shall have been furnished to the Office of Fair
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Trading (or on such later date as may be provided for in relation to
such restriction).
AS WITNESS the hands of the duly authorised representatives of the parties
the day and year first before written
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SCHEDULE ONE
The Clubs who are members of the Premier League
for the 1993/94 Season
Arsenal Football Club
Aston Villa Football Club
Blackburn Rovers Football Club
Chelsea Football Club
Coventry City Football Club
Everton Football Club
Ipswich Town Football Club
Leeds United Football Club
Liverpool Football Club
Manchester City Football Club
Manchester United Football Club
Newcastle United Football Club
Norwich City Football Club
Oldham Athletic Football Club
Queens Park Rangers Football Club
Sheffield United Football Club
Sheffield Wednesday Football Club
Southampton Football Club
Swindon Town Football Club
Tottenham Hotspur Football Club
West Ham United Football Club
Wimbledon Football Club
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SCHEDULE TWO
The Licensor's Designs
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Signed by RICK PARRY
Duly authorised on behalf of
THE FOOTBALL ASSOCIATION
PREMIER LEAGUE LIMITED
in the presence of:-
Signed by
Duly authorised on behalf of
MERLIN PUBLISHING
INTERNATIONAL plc
in the presence of:-
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R.N. Parry Esq.
F.A. Premier League
16 Lancaster Gate
London W2 3LW
2nd July 1996
Dear Rick,
License Agreement dated 3rd August 1994 between F.A. Premier League
Ltd. and Merlin Publishing International plc (the `License Agreement')
This letter will serve as confirmation of our agreement to extend the term of
our current License Agreement for cards, stickers and albums.
All conditions expressed in the License Agreement will remain in force and
fully applicable in the Additional Period except as expressly set forth herein.
All terms used herein without definition shall have the meaning ascribed to
them in the License Agreement.
1) Term
The term of the License Agreement is extended so that it shall extend through
to 31st December 2000. The period from 1st January 1997 through to 31st
December 2000 is hereinafter referred to as the `Additional Period'.
2) Exclusivity
Notwithstanding paragraph (B) of the recitals to the License Agreement, as from
1st April 1997 collectable trading cards will be licensed to Merlin on a
non-exclusive basis. Collectable stickers and albums will continue to be
licensed on an exclusive basis.
3) Licensed articles
During the Additional Period, the following new items will be included among
the Licensed Articles, on a non-exclusive basis:
Dry and wet transfers
Tattoos
Stickers sold on rolls or packs without album
The royalty rate applicable for these new Licensed Articles will be
[INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT].
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4) Consideration
In consideration of the granting of the Additional Period, and the other
variations contained herein, the Minimum Guarantee payable in each year of the
Additional Period shall be [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL
TREATMENT].
The License Agreement remains in full force and effect and shall only be deemed
amended to the extent expressly set forth in this letter.
Signed for and on behalf of Signed for and on behalf of
Merlin Publishing International F.A. Premier League Ltd.
Kelvyn Gardner R.N. Parry
Group Licensing Director Chief Executive