{"id":40030,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/joseph-w-namath-license-and-consulting-agreement-namanco.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"joseph-w-namath-license-and-consulting-agreement-namanco","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/joseph-w-namath-license-and-consulting-agreement-namanco.html","title":{"rendered":"Joseph W. Namath License and Consulting Agreement &#8211; Namanco Productions Inc. and SportsLine USA Inc."},"content":{"rendered":"<pre>\n                        LICENSE AND CONSULTING AGREEMENT\n\n     LICENSE AND CONSULTING AGREEMENT, dated the _____ day of August, 1994, by\nand between PLANNED LICENSING, INC., a New York corporation and a wholly owned\nsubsidiary of Namanco Productions, Inc. having offices at c\/o James C. Walsh,\nEsq., 7 Audubon Place, New Orleans, Louisiana 70118 (\"Licensor\") and SportsLine\nUSA, Inc., a Delaware corporation having offices at 800 Corporate Drive, Suite\n108, Fort Lauderdale, Florida 33334 (\"Licensee\").\n\n                              W I T N E S S E T H:\n\n     WHEREAS, Licensor owns the rights to the services of JOSEPH W. NAMATH\n(hereinafter referred to as \"NAMATH\") and the rights to the utilization of the\nName and Character, as hereinafter defined, and will continue to have such\nrights during the period of this Agreement; and\n\n     WHEREAS, Licensee is a development stage company that plans to establish a\ncomprehensive, on-line computer service for sports enthusiasts and wagerers and\ndesires to retain Licensor (i) to consult in the development, funding, marketing\nand promotional activities of Licensee and (ii) to provide the services of\nNAMATH as a performer to advertise and promote its products, and as a spokesman\nfor its products; and\n\n     WHEREAS, Licensee further desires the right to exclusively utilize the Name\nand Character upon and in connection with certain articles and services, as\nhereinafter described, including the manufacture, advertising, promotion, sale\nand distribution thereof.\n\n         NOW, THEREFORE, in consideration of the promises set forth\n\n\n\nbelow, the parties hereto hereby agree as follows:\n\n     1. DEFINITIONS. As used in this Agreement, the following terms shall have\nthe following respective meanings:\n\n     a. \"Name and Character\" shall individually or collectively mean the\nname of Joseph W. Namath (hereinafter referred to as \"NAMATH\"), his initials,\ncharacter, likeness, visual and vocal representations, including television and\nfilm representations generated hereunder, autographs, photographs, reproductions\nthereof, biographical data, and in association with the marketing of products\nlicensed hereunder, any trademark used to convey to the public any of the\nforegoing aspects of representations of NAMATH.\n\n     b. \"Endorsed Products\" shall mean the on-line sports information computer\nservice (\"SportsLine\") and other related products to be developed or marketed by\nLicensee in connection with the operation of SportsLine.\n\n     c. A company shall be deemed a subsidiary of Licensee if at least\nthirty-five percent (35%) of all the voting securities thereof are owned by\nLicensee.\n\n     d. \"Territory\" shall mean worldwide.\n\n     e. \"Contract Year\" shall mean a consecutive 12 month period beginning July\n1, 1994 and each July 1 thereafter during the term thereof.\n\n     2. SERVICES OF NAMATH AND LICENSOR.\n\n     a. On condition that Licensee shall comply with its\n\n                                      -2-\n\n\nobligations under this Agreement, NAMATH will, during the term of this\nAgreement, render the following services:\n\n         (i) Make personal appearances on behalf of Licensee to promote the\nmarketing and sale of the Endorsed Products. All personal appearances shall be\nat the reasonable discretion and subject to the availability of NAMATH, provided\nthat NAMATH shall use his best efforts to make himself available for functions\nor appearances designated by Licensee as significant, such as attempting to\nestablish significant business relationships;\n\n         (ii) Make personal endorsements of Endorsed Products in advertisements\nin all media, including without limitation, newspapers, magazines and\npublications of every kind and nature;\n\n         (iii) Perform or appear, at Licensee's request, in television and radio\n\"infomercials,\" commercials and videos (including \"openings\", \"closings\",\n\"lead-ins\", and \"lead-outs\") involving Endorsed Products and to make personal\nendorsements therein of Endorsed Products;\n\n         (iv) Make recordings and tapes regarding Endorsed Products; and\n\n         (v) Sit for still photographs to be used for packaging, print and\/or\npoint of sale advertising and consumer and trade publicity of Endorsed Products.\n\n     b. Each time that Licensee requires the personal appearance services of\nNAMATH under subdivision (ii) through (v) of subparagraph 2(a) above, Licensee\n(or its duly appointed\n\n                                      -3-\n\n\nagency) shall give to Licensor at least thirty (30) days written notice of such\nperformance requirements. Licensor shall then, within seven (7) days of\nreceiving notice, advise Licensee and its duly appointed agency as to NAMATH's\navailability for such performance require ments. NAMATH shall use his reasonable\nefforts to be available at the times requested by Licensee. In the event NAMATH\nis unavail able for such performance requirements, the Licensee may supply\nalternate dates and thereafter Licensee and Licensor shall agree upon\nsatisfactory performance dates. Once mutually agreeable date or dates are\nestablished, NAMATH shall not enter into conflicting commitments, except in the\ncase of unanticipated circumstances beyond NAMATH's reasonable control. Such\nservices will be rendered in a competent manner, to the best of NAMATH's\nability, and all his services will be subject to Licensee's approval, direction\nand control at all times. NAMATH promptly will comply with whatever reasonable\ninstructions Licensee may give him in connection with the rendition of such\nservices. In the event of an emergency or special promotional opportunity,\nNAMATH shall use reasonable efforts to make himself available notwithstanding\nLicensee's failure to give notice as aforesaid.\n\n     c. Licensor will make NAMATH available to Licensee for not fewer than six\n1-day sessions each Contract Year for the purpose of making television\ncommercials. Subject to paragraph 8, Approvals, Licensee may use adaptations,\nvariations and lifts from \n\n                                      -4-\n\n\nsuch commercials when and as it sees fit.\n\n     d. If Licensee requires NAMATH's services at a location other than that at\nwhich NAMATH is then located, Licensee shall provide Licensor with first-class\nair and ground transportation and accommodations for NAMATH and up to two\nassociates to and from the location at which NAMATH's services are required,\nplus reimbursement of their reasonable out-of-pocket expenses.\n\n     e. Licensor reserves the right to approve, which approval will not be\nunreasonably withheld, the photographer to be used during any photography\nsessions using NAMATH, and the director to be used in television commercials\nusing NAMATH.\n\n     f. If Licensee uses the services of NAMATH hereunder for television\nbroadcast commercials, its agency or producer shall either be signatories to or\nsubmit to the jurisdiction of the Screen Actors Guild (SAG) or the American\nFederation of Television and Radio Artists (AFTRA). Licensee shall make all\nrequired applicable pension and welfare payments to SAG or AFTRA to the extent\napplicable on account of such services as are furnished by the Licensor\nhereunder. All applicable residual fees on account of services shall be computed\nat the applicable union minimum scales; provided, however, that Licensee shall\nnot be obligated to make any such residual payments to NAMATH unless and to the\nextent that such residual payments payable hereunder in any Contract Year exceed\nthe consideration payable hereunder for that year. Any such required excess\npayments shall be made to NAMATH on the\n\n                                      -5-\n\n\nthirtieth day of the Contract Year following the year in which the obligation to\nmake such payment accrues (and shall be refunded in any future years hereunder\nin which consideration payable hereunder exceeds the minimum residual payments\npayable). NAMATH shall be paid at minimum union scale for all performances, and\nallocations shall be as set forth in paragraph 31 hereof.\n\n     g. All statements, testimonials and endorsements made by NAMATH in\nconnection with his services hereunder will be true representations and to the\nextent that said services purport to reflect NAMATH's opinion and experience,\nthey will reflect his true opinion and experience. Licensee agrees that NAMATH\nwill not be required to make any statement, testimonial or endorsement, in\nconnection with his services hereunder, unless said statement, testimonial or\nendorsement is true. It is expressly understood between the parties that NAMATH\nis familiar with Endorsed Products now intended to be marketed, sold or\ndistributed. Licensor represents to Licensee that NAMATH has considered the\nproducts and services to be provided by Licensee and has concluded that said\nproducts and services appear to be of the highest quality of which he is aware\nand that he has used or is prepared to use those products and has recommended\nand\/or is prepared to recommend the use of all said products to others.\n\n     h. Licensor will assist Licensee in developing an advertising, marketing\nand promotional strategy, in order to make optimum use of the Name and\nCharacter.\n\n                                      -6-\n\n\n\n     i. Licensor will advise and consult with Licensee from time to time at\nLicensor's reasonable convenience with respect to corporate, business and\nmarketing strategy.\n\n     j. Licensor and NAMATH will use their best efforts, at the request of\nLicensee, to arrange meetings with appropriate representatives of NFL Films, NFL\nProperties and other similar sports governing bodies and marketing\norganizations, as well as with potential strategic partners such as casinos,\nretailers, infomercial marketing companies, television networks and other\norganizations.\n\n     k. Whenever Licensor is requested to provide services hereunder pursuant to\nsubparagraphs h, i and j, Licensor will provide the services of James Walsh.\n\n     3. GRANT OF LICENSE. During the term of this Agreement, Licensor hereby\ngrants to Licensee, and Licensee hereby accepts, a non-transferable,\nnon-assignable, and non-sublicensable right to use the Name and Character solely\nwithin the Territory and solely on and in connection with the manufacture,\nadvertising, promotion, sale and distribution of Endorsed Products. Licensee\nshall make no use of the Name and Character in association with goods other than\nEndorsed Products.\n\n     4. TERM. The term of this Agreement shall commence on July 1, 1994 and\ncontinue for five years (the \"Initial Term\"). Thereafter, Licensee shall have\nthe right, at its option, to renew this Agreement for up to three (3) additional\nfive-year terms \n\n                                      -7-\n\n\n(each, a \"Renewal Term\"). Licensee shall notify Licensor of its intention to\nrenew the Agreement not later than sixty (60) days prior to the expiration of\nthe Initial Term or the then current Renewal Term, as the case may be.\n\n     5. CONSIDERATION. In full consideration for the rights, licenses and\nprivileges herein granted to Licensee, and the mutual promises set forth herein,\nLicensee shall pay to Licensor royalty payments from paid subscriptions to the\nSportsLine service, as follows:\n\n     a. For the Initial Term, Licensee shall pay Licensor fifteen cents ($0.15)\nper month from the subscription fee of each paid subscriber to SportsLine;\n\n     b. For each Renewal Term, Licensee shall pay Licensor fifteen cents ($0.15)\nper month from the paid subscription fee of each new paid subscriber to\nSportsLine who enrolls during such Renewal Term during the period of the\nsubscriber's enrollment, or, if Licensor has received not less than Five Hundred\nThousand Dollars in payments from Licensee during the Calendar Year prior to the\nthen current Renewal Term, five cents ($0.05) per month for each such\nsubscriber;\n\n     c. If the Agreement is not renewed, Licensor shall nevertheless be entitled\nto receive payment in respect of monthly subscription fees for subscribers who\nenrolled during the Initial Term or any Renewal Term (during the period of their\ncontinued enrollment) at the applicable royalty rate in effect during the\n\n                                      -8-\n\n\napplicable period, i.e., fifteen cents ($0.15) per month per paid subscriber in\nrespect of subscribers initially enrolled during the Initial Term and fifteen\ncent ($0.15) or five cents ($0.05) (as the case may be) per month per paid\nsubscriber in respect of subscribers initially enrolled during a Renewal Term.\nSuch payments shall continue in respect of subscription fees received from\nactive enrollments of such subscribers prior to the twentieth anniversary\nhereof. Notwithstanding anything to the contrary set forth above, Licensor shall\nnot be entitled to any payment in respect of subscription payments from\nsubscribers who enroll during any period that the Agreement is no longer in\neffect.\n\n     d. Royalties earned hereunder shall be paid quarterly, concurrently with\nthe delivery of the periodic statements required by subparagraph (e) hereof\n\n     e. Licensee shall keep complete and accurate separate records of all paid\nsubscriptions, in sufficient detail to disclose the initial enrollment date and\ncurrent status of subscribers. The said records, and all underlying documents\nand other documents relating to the Endorsed Products, shall be open to\ninspection by Licensor or its designated representative at all reasonable times\nduring business hours up to four (4) times per Contract Year and shall be\nmaintained and preserved by Licensee until two (2) years after the expiration or\ntermination of this Agreement. Licensee agrees not to cause or permit any\ninterference with Licensor or Licensor's representative in the\n\n                                      -9-\n\n\nreasonable performance of their duties of inspection and audit. The exercise by\nLicensor in whole or in part, or at any time or times of the right to audit\nrecords and accounts or of any other right herein granted, the acceptance by\nLicensor of any statement or statements or the receipt and deposit by Licensor\nof any payment tendered by or on behalf of Licensee shall be without prejudice\nto any rights or remedies of Licensor and shall not stop or prevent Licensor\nfrom thereafter disputing the accuracy of any such statement or payment.\n\n     f. No later than the thirtieth day after each calendar quarter, Licensee\nshall transmit to Licensor a complete and accurate statement certified to be\naccurate by an officer of Licensee, covering the immediately preceding calendar\nquarter. Such report shall set forth the number of paid subscriptions in effect\nduring the preceding quarter, and the applicable royalty pertaining thereto. In\nthe event that any inconsistencies or mistakes are discovered in such statements\nor payments, they shall immediately be rectified and the appropriate payment or\ndeduction from future payments shall be made. Upon demand by Licensor, Licensee\nshall at Licensor's expense (such expense to be deducted from royalties payable\nto Licensor hereunder), but no more than once in any twelve (12) month period,\nfurnish to Licensor a detailed statement by an independent certified public\naccountant computing amounts due to Licensor hereunder as of the date of\nLicensor's demand. If the certified audit discloses that\n\n                                      -10-\n\n\nroyalties were understated by more than ten percent (10%) per Contract Year,\nthen Licensee shall pay for such audit.\n\n     g. If Licensee shall fail to make any payment or deliver any of the\nrequired statements referred to above, or to give access to the premises and\/or\nrecords pursuant to the provisions hereof to Licensor's authorized\nrepresentatives for the purposes permitted hereunder, same shall be an Event of\nDefault hereunder.\n\n     6. PAYMENT. All payments due under this Agreement shall be made by check,\ndrawn upon a United States bank, payable to the order of Licensor. Interest on\nany overdue payment under this Agreement shall be at the rate of two percentage\n(2%) points over the prime rate, as announced from time to time by Citibank,\nN.A., from ten (10) days after notification of non-payment by Licensor to the\ndate of their payment, irrespective of whether payment be made before or after\njudgment. Payment of interest as described hereunder shall cure and excuse\nLicensee's default in making payments when due.\n\n     7. RESERVATION OF RIGHTS. Licensor retains all rights not expressly or\nexclusively conveyed to Licensee hereunder, and Licensor may grant licenses to\nothers to use the Name and Character in connection with products other than (and\nnot competitive) Endorsed Products.\n\n     8. APPROVALS. Licensor has previously approved the concept of SportsLine,\nas set forth in the Business Plan provided to Licensor. Licensor understands and\nacknowledges that\n\n                                      -11-\n\n\nSportsLine intends to carry gaming information, including odds, point spreads,\nover\/under and other similar information and agrees that, so long as the\nprovision of such information and other related services complies with\napplicable laws and regulations, such activities are acceptable to NAMATH and\nLicensor. Subject to the foregoing, Licensor shall have the right to approve the\nnature and quality of all Endorsed Products, which approval shall not be\nunreasonably withheld. Licensor shall not be required to approve any Endorsed\nProduct which in Licensor's reasonable judgment would, due to the nature of the\nproduct, reflect adversely on the image or reputation of NAMATH. For each\nservice to be provided or item to be manu factured for and sold by Licensee that\nis outside the general categories of services contemplated by the Business Plan,\nthe following procedures shall apply:\n\n     a. Licensee shall submit to Licensor for approval, which shall not be\nunreasonably withheld, fair and representative description of services or\nreproduction samples of all items together with a written request for approval;\n\n     b. In the event Licensor does not disapprove of the use of the Name and\nCharacter within seven (7) business days from its receipt of such description or\nsamples, the description or samples shall be deemed to have been approved. In\nthe event Licensor disapproves, it shall specify the basis for such disapproval.\nAfter removing the basis for objection, Licensee shall resubmit that item for\napproval in accordance with the terms of this\n\n                                      -12-\n\n\nsection 8;\n\n     c. In the event of changes being made at any time in the use of the Name\nand Character, such changed products shall be considered new items and shall be\nsubmitted for approval as specified above; and\n\n     d. Licensee shall not use the Name and Character, or any colorable\nimitation of it in connection with any services or product that had not been\napproved by or which had been disapproved by Licensor.\n\n     9. GOOD WILL. Licensee recognizes the value of the publicity and good will\nassociated with the Name and Character and, in such connection, acknowledges\nthat such good will belongs exclusively to Licensor and that the Name and\nCharacter have acquired a secondary meaning in the mind of the purchasing\npublic. Licensee further recognizes and acknowledges that a material breach by\nit of any of its covenants, agreements or undertakings hereunder will cause\nLicensor irreparable damage, which cannot be readily remedied in damages in an\naction at law, and may, in addition thereto, constitute an infringement of\nLicensor's rights in the Name and Character, thereby entitling Licensor to\nequitable remedies, costs and reasonable attorney's fees. Similarly, Licensor\nrecognizes that a material breach by it of any of its covenants, agreements or\nundertakings hereunder will cause Licensee irreparable damage, which can not be\nreadily remedied in damages in an action at law, and Licensor therefore agrees\nthat\n\n                                      -13-\n\n\nLicensee will be entitled to equitable remedies, costs and reasonable attorneys'\nfees.\n\n     10. LICENSOR'S WARRANTIES, REPRESENTATIONS AND COVENANTS. Licensor\nwarrants, represents and agrees that:\n\n     a. It has, and will have throughout the term of this Agreement, the right\nto license the Name and Character in accordance with the terms and provisions of\nthis Agreement;\n\n     b. The making of this Agreement by Licensor does not violate any\nagreements, rights or obligations existing between the Licensor and any other\nperson, firm or corporation;\n\n     c. During the Initial Term, any Renewal Term and any period during which\nLicensor is entitled to receive payment hereunder, Licensor and NAMATH will not\nown, assist, be employed by, or render services to, any competitive enterprise,\nincluding without limitation, any business providing sports-related information\nto subscribers; and,\n\n     d. NAMATH is, and shall remain, at his sole cost and expense, a member in\ngood standing of SAG and\/or AFTRA.\n\n     The foregoing subparagraphs shall not be construed to limit the right of\nNAMATH to appear in any of the entertainment fields and to grant customary\nadvertising and exploitation rights in connection with such appearances, except\nthat he may not appear in commercials for or endorse for other products similar\nto the Endorsed Products or other articles or services which are competitive\nwith or substantially similar to Endorsed Products.\n\n                                      -14-\n\n\n\n     11. DISTRIBUTION, SUB-LICENSE MANUFACTURE. Licensee shall not be entitled\nto sub-license any of its rights under this Agreement except that Licensee\nshall, subject to the prior written approval of Licensor (which approval shall\nnot be unreasonably withheld), be entitled to utilize third parties in\nconnection with the manufacture, production and dissemination of SportsLine. In\nno event shall any such sub-license agreement include the right to grant any\nfurther sub-licenses.\n\n     12. SPECIFIC UNDERTAKINGS OF LICENSEE. During the term, Licensee agrees\nthat:\n\n     a. It will not attack the title of Licensor in and to the Name and\nCharacter or any copyright or trademark pertaining thereto, nor will it attack\nthe validity of the License granted hereunder;\n\n     b. It will not harm, misuse or bring into disrepute the Name and Character.\n\n     c. It will sell and distribute the Endorsed Products in an ethical manner\nand in accordance with the terms and intent of this Agreement;\n\n     d. It will not create any expenses chargeable to Licensor without the prior\nwritten approval of Licensor;\n\n     e. It will protect to the best of its ability its right to sell and\ndistribute the Endorsed Products; and\n\n     f. It will comply with all laws and regulations relating or pertaining to\nthe operation of the Endorsed Products, shall\n\n                                      -15-\n\n\nmaintain the highest quality and standards, and shall comply with regulations of\nany governmental or regulatory agencies which shall have jurisdiction over the\nEndorsed Products.\n\n     13. INDEMNIFICATIONS. \n\n     a. Licensor and NAMATH hereby indemnify Licensee and shall hold it harmless\nfrom any loss, liability, damage, cost or expense (including reasonable counsel\nfees), arising out of any claims or suits, whether groundless or not, which may\nbe brought or made against it by reason of the breach by Licensor or NAMATH of\ntheir warranties, representations or covenants herein, provided that Licensee\nshall give prompt written notice, cooperation and assistance to Licensor and\nNAMATH relative to any such claim or suit, and provided, further, that Licensor\nand NAMATH shall have the option to undertake and conduct the defense of any\nsuit so brought with counsel reasonably satisfactory to Licensee.\n\n     b. Licensee hereby indemnifies and agrees to hold Licensor and NAMATH\nharmless from any loss, liability, damage, cost or expense (including reasonable\ncounsel fees), arising out of any claim or suits, whether groundless or not,\nwhich may be brought or made against Licensor or NAMATH by reason of any\nunauthorized use by Licensee in connection with the Endorsed Products of the\nName and Character covered by this Agreement.\n\n     c. Licensee hereby indemnifies and agrees to hold Licensor and NAMATH\nharmless from and against any loss, liability, damage, cost or expense\n(including reasonable counsel fees), arising out\n\n                                      -16-\n\n\nof any claims or suits (whether groundless or not), which may be brought or made\nagainst Licensor or NAMATH arising out of the offer, sale, advertising or\npromotion of the Endorsed Products (other than that arising from Licensor's or\nNAMATH's negligence or willful misconduct), as well as any alleged defects or\ninherent damage in the Endorsed Products, provided that the Licensor and NAMATH\ngive prompt written notice, cooperation and assistance to it relative to any\nsuch suit or claim, and provided further that Licensee shall have the option to\nundertake and conduct the defense of any suit so brought with counsel reasonably\nsatisfactory to Licensor.\n\n     14. EVENTS OF DEFAULT. The following conditions and occurrences all\nconstitute \"Events of Default\" by Licensee:\n\n     a. If Licensee materially defaults in the performance of any of its\nobligations provided for in this Agreement; or\n\n     b. If Licensee shall fail to make any payment due hereunder on the date\ndue; or\n\n     c. If Licensee shall be unable to pay its debts when due, or shall make any\nassignment for the benefit of creditors, or shall file any petition under the\nbankruptcy or insolvency laws of any jurisdiction, or shall have or suffer a\nreceiver or trustee to be appointed for its business or property, or be\nadjudicated a bankrupt or an insolvent.\n\n     15. TERMINATION. Without limiting Licensor's rights, upon the occurrence of\nany Event of Default under paragraph 14,\n\n                                      -17-\n\n\nLicensor shall have the option to terminate this Agreement at its will by\nsending written notice to Licensee. If the default set forth in such notice is\nnot cured within thirty (30) days of receipt of such notice (or within such\nfurther period as Licensor may allow), then at the end of such period\ntermination shall automatically occur without further notice and without\nprejudice to any other rights of Licensor, including the right to damages and\/or\nequitable relief. In the event that after the date of automatic termination\nLicensor allows a further period to cure the default, termination will\nautomatically occur without further notice if the default is not cured within\nsuch further period.\n\n     16. FINAL STATEMENT UPON TERMINATION OR EXPIRATION. Licensee shall deliver\nto Licensor, as soon as practicable following expiration or termination pursuant\nto Section 15, a statement indicating the number of subscribers then enrolled in\nSportsLine. Following expiration or termination, Licensee may not utilize the\nName and Character except in connection with previously printed or committed\nadvertising, and then only for a period not to exceed six (6) months following\nsuch termination or expiration.\n\n     17. DEFAULT BY LICENSOR AND NAMATH.\n\n     a. In the event NAMATH neglects or refuses to perform the services and\nobligations hereunder at times and in the manner specified, or if NAMATH or\nLicensor in any manner breaches this Agreement (hereinafter \"a breach\"), the\nLicensee shall have the\n\n                                      -18-\n\n\nright to cancel and terminate this Agreement. Prior to terminating this\nAgreement, it must give written notice to Licensor of the breach. If the breach\nset forth in such notice is not cured within ten (10) days after such notice or\na reasonable time under the circumstances (or within such further period as\nLicensee may allow), then at the end of such period, termination shall\nautomatically occur without further notice to Licensor.\n\n     b. The Licensee shall also have the right to terminate this Agreement: (i)\nin the event of the conviction of a felony committed by NAMATH; or (ii) in the\nevent the Licensee reasonably concludes that NAMATH's conduct or reputation\nreflected so seriously on NAMATH's public perception as to prejudice\nsubstantially Licensee's business interests if this Agreement were to continue.\nAs a condition to such termination, the Licensee must give written notice to\nLicensor at any time prior to the thirtieth (30th) day following the date on\nwhich the commission of such act or such conduct shall have become known to it.\nLicensor shall then have the right to discuss said conduct with the Licensee\nprior to its decision, which decision shall not be made until fifteen (15) days\nafter it gives Licensor notice of its intention to act pursuant to this\nprovision. Any action by it shall be taken only after due consideration.\n\n     c. In the event any express representation, warranty or undertaking by\nLicensor or NAMATH is at any time during the term of this Agreement found to be\nuntrue or is breached, the Licensee\n\n                                      -19-\n\n\nshall have the right to cancel and terminate this Agreement and to pursue all\nother legal remedies. Prior to terminating this Agreement, it must give written\nnotice to Licensor of the express representation, warranty or undertaking\nclaimed to be untrue or breached. If the untrue express representation, warranty\nor undertaking or breach thereof set forth in such notice is not cured within\nten (10) days of its mailing or a reasonable time under the circumstances (or\nwithin such further period as it may allow), then at the end of such period,\ntermination shall automatically occur without further notice to Licensor.\n\n     d. The services to be rendered by NAMATH hereunder are of a special,\nunique, extraordinary and intellectual character, which gives them a peculiar\nvalue impossible of replacement and for the loss of which the Licensee may not\nbe reasonable or adequately compensated in damages, and a breach by Licensor or\nNAMATH of the provisions of this Agreement may cause it irreparable injury and\ndamage and Licensor and NAMATH therefore expressly agree that Licensee shall be\nentitled to injunctive and other equitable relief to prevent a breach of this\nAgreement, or any part thereof, and to secure its enforcement.\n\n     e. In the event that the Licensee terminates this Agreement pursuant to\nthis paragraph 17, Licensor will not be entitled to any compensation accruing\nafter the date of termination.\n\n     18. SURVIVOR. The provisions of paragraph 13, Licensee's\n\n                                      -20-\n\n\nobligation to make payment under paragraphs 5 and 6 and paragraph 16 shall\nsurvive the expiration or termination of this Agreement.\n\n     19. TRADEMARK. After termination of this Agreement, Licensee shall give up\nall rights to the use of the Name and Character.\n\n     20. ACCEPTANCE BY LICENSOR. This instrument, when signed by Licensee shall\nbe deemed an application for a license, and not a binding agreement, unless and\nuntil accepted by Licensor, by signature of a duly authorized officer, and\ndelivery of such signed coy to the other parties.\n\n     21. ASSIGNMENT. This Agreement shall bind and inure to the benefit of\nLicensor, its successors and assigns. This Agreement is personal to Licensee and\nit shall not sub-license or franchise (except as set forth in paragraph 11\nhereof), and neither this Agreement nor any of the rights hereunder shall be\nsold, transferred or assigned by Licensee and no rights hereunder shall devolve\nby operation of law or otherwise upon any receiver, liquidator, trustee or other\nparty.\n\n     22. NO JOINT VENTURE. Nothing herein contained shall be construed to place\nthe parties in the relationship of employer- employees, partners or joint\nventurers and neither party shall have the power to obligate or bind the other\nin any manner whatsoever.\n\n     23. NO WAIVER. No waiver or modification of any of the terms of this\nAgreement shall be valid unless in writing. No\n\n                                      -21-\n\n\nwaiver by either party of a breach hereof or a default hereunder shall be deemed\na waiver by such party of a subsequent breach or default of like or similar\nnature.\n\n     24. NOTICES. Any notice required or permitted to be given under the\nAgreement by either of the parties hereto shall be given by over-night courier,\nregistered or certified mail, return receipt requested, postage prepaid,\naddressed to the parties to be notified at the following addresses:\n\nIF TO LICENSOR:                                 PLANNED LICENSING, INC.\n                                                c\/o James C. Walsh, Esq.\n                                                7 Audubon Place\n                                                New Orleans, Louisiana 70118\n\nWITH A COPY TO:                            CARL R. SLOAN, ESQ.\n                                                Penzer and Sloan\n                                                250 Park Avenue\n                                                New York, New York 10177-0077\n\nIF TO LICENSEE:                            SPORTSLINE USA, Inc.\n                                                800 Corporate Drive, Suite 108\n                                                Fort Lauderdale, Florida 33334\n                                                Attention: Michael Levy\n\nWITH A COPY TO:                            KENNETH C. HOFFMAN, ESQ.\n                                                Greenberg, Traurig, Hoffman,\n                                                Lipoff, Rosen &amp; Quentel, P.A.\n                                                1221 Brickell Avenue\n                                                Miami, Florida 33131\n\n     1. CONSTRUCTION. This Agreement shall be construed in accordance with the\nlaws of the State of New York.\n\n     2. ENTIRE AGREEMENT. This Agreement contains the entire understanding of\nthe parties. There are no representations, warranties, promises, covenants or\nundertakings other than those hereinabove contained.\n\n                                      -22-\n\n\n     3. RESOLUTIONS OF CONTROVERSIES. Any controversy arising out of this\nAgreement or because of any duty created thereby, shall be resolved without a\njury in a court located in Broward County, Florida. The parties consent to\njurisdiction in such courts, waive objection to such venue, waive trial by jury,\nand agree that service of the summons to such proceeding (and of any papers\nwhich accompany it), shall be deemed sufficient if made by certified or\nregistered mail, postage prepaid, addressed to the parties' addresses as\ndesignated in or hereafter changed under paragraph 24. The parties stipulate and\nagree that any judgment relating to this Agreement, which is entered in a court\nlocated within Broward County, Florida, shall be binding throughout the world\nand may be sued upon, docketed, entered and\/or enforced, without challenge or\nopposition on their part and without re-trial of any of the issues which give\nrise to such judgment in any state, county, province, commonwealth, or territory\nhaving jurisdiction over their respective persons or properties. The parties\nrecognize that the above agreement to submit all controversies to\nforever-binding adjudication by a court located within the City of New York does\nnot constitute a confession of judgment on anybody's part, but is simply an\nagreement, similar to an arbitration agreement, to have particular controversies\nresolved, once and for all, by a specified tribunal. All parties agree that\nequitable relief, including injunctive and specific performance, may be\nnecessary and proper to enforce their\n\n                                      -23-\n\n\nobligations and commitments under this paragraph and under paragraphs 2, 5, 8,\n11, 13, 14, and 16 of this Agreement.\n\n     4. PROVISIONS UNENFORCEABLE. In the event any provision of this Agreement\nshall be held invalid or unenforceable, it shall be deemed modified only to the\nextent necessary to make it lawful. To effect such modification, the said\nprovision shall be deemed deleted, added to and\/or rewritten, whichever shall\nmost fully preserve the intention of the parties as originally expressed herein.\n\n     5. LEGAL FEES. The prevailing party in any litigation between the parties\nshall recover from the other party its reasonable legal fees and expenses.\n\n     6. INSURANCE. Licensee is hereby granted the right to obtain a life\ninsurance policy and\/or disability insurance policy on NAMATH at its own cost\nand expense in an amount up to $5,000,000 and to designate itself as owner of\nthe policy and beneficiary for all purposes. It is the intention of the parties\nthat in the event of the death, disability or disfigurement of NAMATH, the\nconsider ation due hereunder shall continue to be paid throughout the term of\nthis Agreement, provided that NAMATH is insurable and cooperates with the\nprocurement of said insurance and further provided that said policy cost does\nnot exceed $25,000.\n\n     7. ALLOCATION OF CONSIDERATION. The parties hereto agree that for the\npurposes of any pension and welfare payments required\n\n                                      -24-\n\n\nto be made pursuant to paragraph 2(f), the value of the services rendered by\nNAMATH for the television commercials during each year of the contract shall be\n$5,000 in the aggregate. The balance of the consideration paid to Licensor\nduring each Contract Year shall be for other services rendered by Licensor\nand\/or NAMATH pursuant to this Agreement.\n\n     IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the\nday and year first above written.\n\n                                                   PLANNED LICENSING, INC.\n                                                   (LICENSOR)\n\n\n                                                   By: \/s\/ JAMES WALSH\n                                                       -----------------------\n\n                                                   SPORTSLINE USA, INC.\n                                                   (LICENSEE)\n\n\n                                                   By: \/s\/ MICHAEL LEVY\n                                                       -----------------------\n\n     Each of the undersigned hereby acknowledges and agrees that as and when\nLicensor is required to provide his services under the foregoing License and\nConsulting Agreement he will make such services available in accordance with the\nprovisions of such Agreement.\n                                                   \/s\/ JAMES WALSH\n                                                   -------------------------\n                                                   James Walsh\n\n                                                   \/s\/ JOSEPH W. NAMATH\n                                                   -------------------------\n                                                   Joseph W. Namath\n\n\n\n                                      -25-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8900],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9541],"class_list":["post-40030","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-sportslinecom-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-compensation","corporate_contracts_types-compensation__consulting"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40030","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40030"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40030"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40030"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40030"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}