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Joseph W. Namath License and Consulting Agreement (First Amendment) - Namanco Productions Inc. and Inc.


This First Amendment to License and Consulting Agreement (this 'AMENDMENT'),
effective as of October 16, 1999 (the 'AMENDMENT DATE'), is made and entered
into by and between Planned Licensing, Inc. a New York corporation and wholly
owned subsidiary of Namanco Productions, Inc. ('LICENSOR'), and,
Inc., a Delaware corporation, located at 6340 N.W. 5th Way, Ft. Lauderdale,
Florida 33309 ('LICENSEE').


Licensor and Licensee entered into a License and Consulting Agreement, executed
as of August 10th 1994 (the 'AGREEMENT'). Licensor and Licensee each desires to
amend the terms of the Agreement as described in this Amendment.

For good and valuable consideration the parties hereby agree as follows:


1.       The second  paragraph  of the  recitals in the Agreement is hereby 
         stricken in its entirety and in lieu thereof substituted with the 

         'WHEREAS, Licensor operates a sports-oriented online service (the
         'SPORTSLINE SERVICE') distributed via various platforms including but
         not limited to on the World Wide Web portion of the Internet at
         universal resource locator '' and other URLs owned by
         or licensed to SPLN and desires to retain Licensor (i) to consult in
         the development, funding, marketing and promotional activities of
         Licensee and (ii) to provide the services of Namath as a performer to
         advertise and promote its products, and as a spokesman for its
         products; and'

2.       Sub-section 1(b) of the Agreement is hereby amended by striking
         'on-line sports information computer service ('SportsLine')' and in
         lieu thereof substituting 'the SportsLine Service'.

3.       Sub-section 1(e) of the Agreement is hereby stricken in its entirety 
         and in lieu thereof substituting with the following:

         'Contract Year' shall mean a consecutive twelve (12) month period
         commencing on October 16, 1999, and on each anniversary thereafter
         during the term thereof.'

4.       Sub-section 2(a) of the Agreement is hereby amended by adding the 
         following sub-sections:

         '(vi)    Serve as a guest commentator/analyst in the on-air broadcast
                  of Licensee's nationally syndicated Westwood One/CBS Radio
                  property 'The Drive' during the NFL football season (including
                  pre- and post-seasons) for a minimum of fifteen (15) minutes
                  per week with a minimum of three (3) personal in studio
                  appearances, for so long as Licensee continues to produce such
                  show or other similar programming during the Term.

         (vii)    Make a mutually agreed upon quantity (but in all events a
                  minimum of four (4)) of personal appearances per year
                  (schedule subject to NAMATH availability) at
                  greeting/autograph sessions for end users of the SportsLine
                  Service, sales meetings and other Endorsed Products related

         (viii)   Provide a reasonable amount of autographed items as requested
                  by Licensee and at the sole cost of Licensee. Licensee agrees
                  not to resell such autographed items and to limit the use of
                  such items to promotional purposes unless otherwise mutually
                  agreed by the parties.'


5.       Section 4 of the Agreement is hereby amended by (a) striking 'July 1,
         1994' and in lieu thereof substituting 'October 16, 1999', (b) striking
         the term 'Initial Term' and in lieu thereof substituting 'Term', and
         (c) striking the second and third sentences in their entirety. All
         references in the Agreement to the terms 'term of this Agreement' and
         'Initial Term' are stricken and in lieu thereof substituted with the

6.       Licensor hereby waives the right to receive any and all payments  
         otherwise due pursuant to sub-sections (a)-(c) of Section 5 of the
         Agreement subsequent to the Effective Date (it being understood that,
         subsequent to the Effective Date) the royalty structure set forth below
         in amended section 5 as set forth below in section 7 of this Amendment
         supersedes the royalty structure set forth in original section 5 of the
         Agreement. Licensor further hereby discharges all of Licensee's
         obligations pursuant to sub-sections 5 (a)-(c) of the Agreement,
         immediately prior to giving effect to the following amendment to
         Section 5 of the Agreement, with respect to royalty payments that
         otherwise would become due subsequent to the Effective Date.

7.       Section 5 of the  Agreement is hereby  stricken in its entirety and in 
         lieu thereof substituted with the following:

         'In full consideration for the rights, licenses and privileges herein
         granted to licensee, and the mutual promises set forth herein, Licensee
         agrees to:

         (a)      pay Licensor two hundred thousand dollars ($200,000) per
                  Contract Year in cash to be paid in equal quarterly
                  installments over the Term, commencing on January 1, 2000 and
                  continuing on the first day of each calendar quarter
                  thereafter until paid in full or, if sooner, until the
                  effective date of termination of this Agreement in the event
                  of a material breach by Licensor or Namath.

         (b)      grant to Licensor options to purchase up to thirty thousand
                  (30,000) shares of SPLN common stock (the 'OPTIONS') at an
                  exercise price based on the closing price of SPLN common stock
                  on the NASDAQ National Market on the Amendment Date, and which
                  shall (i) vest pro-rata in arrears over the Term (i.e., 20% on
                  each anniversary of the Effective Date until fully vested),
                  provided this Agreement is in effect on the applicable vesting
                  date, and (ii) otherwise be subject to the terms, conditions
                  set forth in Licensee's Incentive Compensation Plan.

         (c)      Commencing  on July 1, 1999, and continuing until the earlier 
                  of fifteen (15) years thereafter or the effective date of
                  termination of this Agreement if earlier terminated as a
                  result of a material breach by Licensor or Namath, Licensor
                  shall be entitled to receive royalty payments ('ROYALTY
                  PAYMENTS') on account of paid subscriptions to the SportsLine
                  Service (e.g. 'General Admission' and 'Box Seat'
                  subscriptions) for end user access to fee based content on the
                  SportsLine Service (but expressly excluding any and all other
                  specific fee based content and/or services as determined in
                  the sole and exclusive discretion of Licensee, including,
                  without limitation, fee based frequency loyalty programs and
                  fantasy products and any non-fee based frequency loyalty
                  programs) solely for subscribers who enrolled in the
                  SportsLine Service during the period commencing on the Launch
                  Date and ending on June 30, 1999, at the rate of fifteen cents
                  ($0.15) per month per paid subscriber which remains validly
                  enrolled in the SportsLine Service ('ROYALTY SUBSCRIBERS').
                  For purposes of this paragraph 'Launch Date' shall mean the
                  date on which the SportsLine Service was generally available
                  to end users on a commercial basis. Royalty Payments shall be
                  payable on a calendar quarterly basis in arrears no later than
                  the end of the month following the quarter with respect to
                  which Royalty Payments, concurrently with the statement
                  required by sub-section (d) below.

         (d)      Licensee shall keep complete and accurate separate records of 
                  all paid subscriptions subject to Royalty Payments, in
                  sufficient detail to disclose the initial enrollment date and
                  current status of subscribers. The said records, and all
                  underlying documents and other documents relating to the
                  calculation of Royalties, shall be open to inspection by
                  Licensor or its designated 


                          PROPRIETARY AND CONFIDENTIAL

                  representative at all reasonable times during business hours
                  up to four (4) times per Contract Year and shall be maintained
                  and preserved by Licensee with respect to each Contract Year
                  until two (2) years after the end of the applicable Contract
                  Year. Licensee agrees not to cause or permit any interference
                  with Licensor or Licensor's representative in the reasonable
                  performance of their duties of inspection and audit. The
                  exercise by Licensor in whole or in part, or at any time or
                  times of the right to audit records and accounts or of any
                  other right herein granted, the acceptance by Licensor of any
                  statement or statements or the receipt and deposit by Licensor
                  of any payment tendered by or on behalf of Licensee shall be
                  without prejudice to any rights or remedies of Licensor and
                  shall not stop or prevent Licensor from thereafter disputing
                  the accuracy of any such statement or payment. This clause (d)
                  shall survive the expiration or earlier termination of this

         (e)      No later than the end of the month  following each calendar
                  quarter, Licensee shall transmit to Licensor a complete and
                  accurate statement certified to be accurate by an officer of
                  Licensee, covering the immediately preceding calendar quarter.
                  Such report shall set forth the number of paid subscriptions
                  subject to Royalty Payments in effect during the preceding
                  quarter, and the applicable royalty pertaining thereto. In the
                  event that any inconsistencies or mistakes are discovered in
                  such statements or payments, they shall immediately be
                  rectified and the appropriate payment or deduction from future
                  payments shall be made. Upon demand by Licensor, Licensee
                  shall at Licensor's expense (such expense to be deducted from
                  royalties payable to Licensor hereunder), but no more than
                  once in any twelve (12) month period, furnish to Licensor a
                  detailed statement by an independent certified public
                  accountant computing amounts due to Licensor hereunder as of
                  the date of Licensor's demand. If the certified audit
                  discloses that royalties were understated by more than ten
                  percent (10%) per Contract Year, then Licensee shall pay for
                  such audit. This clause (e) shall survive the expiration or
                  earlier termination of this Agreement.

         (f)      If Licensee shall fail to make any payment or deliver any of
                  the required statements referred to above, or to give access
                  to the premises and/or records pursuant to the provisions
                  hereof to Licensor's authorized representatives for the
                  purposes permitted hereunder, same shall be and Event of
                  Default hereunder. This clause (f) shall survive the
                  expiration or earlier termination of this Agreement.

8.       Section 7 is hereby amended by adding the following at the end of the 

         'Notwithstanding the foregoing, Licensor shall not be employed by, act
         as consultant to, or provide any services to or for any SPLN
         Competitor. For purposes of this Agreement, 'SPLN Competitor' shall
         mean shall mean any Internet, or other sports online services of:
         ESPN/ABC Sports/Walt Disney Company, Fox/Sky/Times, CNN/SI, Sports
         Illustrated, CNN/HN Sports, The Sporting News/Times Mirror Corp., NBC
         Sports, MSNBC, CNBC, MSG, Total Sports, Athlete Direct/Pro Sports
         Xchange/Broadband Sports, Quokka, STATS, Inc., Pangolin, The Mirror
         Group; any Internet or Web based fantasy game service (e.g., Sandbox
         Entertainment); and any online retailer (whether or not exclusively
         online) of sports-related merchandise selling substantially the same
         general line of merchandise or sports-related products as SPLN
         (including, but not limited to,, Venator Group/FootLocker,,, The Sports Authority, Fogdog/Sports Site and
         Copeland's Sports/,, Global Sports Interactive
         etc. (or any of their respective affiliates).'

9.       Section 17 is hereby amended by adding the following sub-section 17 

         Licensor acknowledges and agrees that damages related to a breach of
         this Agreement by Licensor will be difficult to ascertain with any
         degree of certainty. Therefore, notwithstanding any other rights
         Licensee may have with respect to Licensee's termination of this
         Agreement pursuant to this Section 17, in the event Licensee terminates
         this Agreement, Licensor shall forfeit all unvested options and
         immediately pay to licensee liquidated damages in the amount of one
         hundred thousand dollars ($100,000.00) as liquidated 


                          PROPRIETARY AND CONFIDENTIAL

         damages, and the parties agree that such amount is based on a
         reasonable estimate of such damages as a result of non-performance.

10.      Section 24 is hereby stricken in its entirety and in lieu thereof 
         substituted with the following:

         All notices or other communications hereunder shall be in writing and
         shall be deemed to be given or made when received (or upon refusal of
         delivery) by overnight courier, U.S. mail, registered or certified,
         first class, postage prepaid, or confirmed facsimile (with a copy via
         one of the aforementioned forms of delivery promptly thereafter) to the
         following address or addresses or such other address or addresses as
         either party may designate in writing to the other in accordance with
         this paragraph:


If to Licensee:, Inc.                  With a copy to:, Inc.
                     6340 NW 5th Way                                          6340 NW 5th Way
                     Ft. Lauderdale, Florida 33309                            Ft. Lauderdale, Florida 33309
                     Attn: President                                          Attn: VP, Legal & Business Affairs
                     Facsimile:  (954) 351-9175                               Facsimile:  (954) 351-9175

If to Licensor:      Planned Licensing, Inc.                                  Carl R. Sloan, Esq.
                     c/o James C. Walsh, Esq.                                 Penzer and Sloan
                     7 Audubon Place                                          342 Madison Avenue
                     New Orleans, Louisiana 70118                             New York, New York 10173

11.      This  Amendment  does not, and shall not be construed  to,  modify any 
         term or condition of the Agreement other than those specific terms and
         conditions expressly referenced in this Amendment. Except as herein
         provided, the Agreement shall remain unchanged and in full force and
         effect. In the event of any inconsistency or discrepancy between the
         Agreement and this Amendment, the terms and conditions set forth in
         this Amendment shall control. Capitalized terms in this Amendment, not
         otherwise defined herein, shall have the meanings ascribed to them in
         the Agreement. This Amendment may be executed in multiple counterparts,
         each of which shall be deemed an original, but all of which together
         shall constitute one and the same document.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
Amendment Date.

 PLANNED LICENSING, INC.                             SPORTSLINE.COM, INC.

By:/S/ James Walsh                                   By: /s/ Michael Levy
   -----------------------------------------             ----------------

Print Name:  James C. Walsh                          Print Name: Michael Levy

Title: President                                     Title:  President

 /s/ James C. Walsh
Name:  James C. Walsh, Individually

/s/ Joseph W. Namath
Name:  Joseph W. Namath, Individually


                          PROPRIETARY AND CONFIDENTIAL

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