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ESPN PRODUCTIONS INC SPONSORSHIP AGREEMENT (2)DocuSign Envelope ID: D2E5582E-5E76-4982-B7BB-6BD6942C0F01 ESPN PRODUCTIONS, INC. SPONSORSHIP AGREEMENT This ESPN Productions, Inc. Sponsorship Agreement (this "Agreement"), dated as of October 17, 2022 (the "Effective Date"), is by and between ESPN Productions, Inc., d/b/a ESPN Events, with offices located at 11001 Rushmore Drive, Charlotte, North Carolina 28277 ("EPI") and the City of Clearwater, with offices located at Municipal Services Building 100 South Myrtle Ave. Clearwater, FL 33756 ("Sponsor") (each a "party" and collectively the "parties"). NOW, THEREFORE, for the mutual promises set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed, the parties agree as follows: BASIC PROVISIONS 1. TERM: The initial term of this Agreement commences on the Effective Date and continues through the later of March 1, 2025 or the completion of all parties' respective obligations relating to the 2025 Event ("the Initial Term"), subject to Section 10 of Exhibit A. Sponsor shall have the option to extend the Initial Term of this Agreement for additional years (the "Option Years") by providing EPI with written notice of its intent to do so no later than October 31, 2024. If sponsor timely exercises its Option, Sponsor and EPI further agree to negotiate exclusively between November 1, 2024 and December 31, 2024 regarding the acquisition by Sponsor of the additional years of Sponsorship and/or Advertising Benefits in connection with subsequent Events. II. EVENTS; SITE; DATES: The events are: (a) 2023, 2024 and 2025 Clearwater Invitational presented by EvoShield, a Division I college women's softball tournament, owned and operated by EPI, set to be played at Eddie C. Moore Complex in Clearwater, FL (the "Site"); the Sponsorship and/or Advertising Benefits may also include benefits with respect to ancillary events held in connection with the events described above as fully set forth in Exhibit B (each an "Event," and collectively, the "Events"). The Events are scheduled to take place on the following dates: 2023 Clearwater Invitational presented by EvoShield 2024 Clearwater Invitational presented by EvoShield 2025 Clearwater Invitational presented by EvoShield Feb. 2023 Feb. 2024 Feb. 2025 III. GENERAL TERMS AND CONDITIONS As set forth in Exhibit A, attached hereto and incorporated herein by reference. All terms and conditions of this Agreement, including without limitation, those set forth in Exhibit B and Exhibit C, are subject to such General Terms and Conditions. IV. SPONSORSHIP AND/OR ADVERTISING BENEFITS As set forth in Exhibit B, attached hereto and incorporated herein by reference. Sponsor EPI Long Form Sponsor MASTER February 17, 2021 mb FINAL 7-22-22 DocuSign Envelope ID: D2E5582E-5E76-4982-B7BB-6BD6942C0F01 V. SPONSORSHIP FEES AND PAYMENT SCHEDULE As set forth in Exhibit C, attached hereto and incorporated herein by reference. VI. ESPN/ABC ADVERTISING REGULATIONS As set forth in Exhibit D, attached hereto and incorporated herein by reference. VII. GUIDELINES FOR USE OF ESPN MARKS As set forth in Exhibit E, attached hereto and incorporated herein by reference. VIII. ESPN'S MEDIA DELIVERY GUIDELINES As set forth in Exhibit F, attached hereto and incorporated herein by reference. Exhibits D, E, and F represent standard polices of EPI and/or its affiliated companies and are not subject to change; any changes to such exhibits, deviating from such standard policies, shall be null and void. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. CITY OF CLEARWATER ESPN PRODUCTIONS, INC. By Printed Name: TITLE: Sponsor_EPI Long Form Sponsor MASTER February 17, 2021 mb FINAL 7-22-22 br ByC,�" ;,. Printed Name: Clint Overby TITLE: Vice President, ESPN Events CITY OF CLEARWATER, FLORIDA f ank V. Hibbard Mayor Approved as to form: Lead Assistant City Attorney Jon P. Jennings City Manager Attest: 1211 t 0 2J -e Rosemarie Call City Clerk DocuSign Envelope ID: D2E5582E-5E76-4982-B7BB-6BD6942C0F01 EXHIBIT A GENERAL TERMS AND CONDITIONS 1. SPONSORSHIP AND/OR ADVERTISING BENEFITS Subject to the terms of this Agreement and Sponsor's compliance with its obligations hereunder, EPI shall provide to Sponsor those Sponsorship and/or Advertising Benefits set forth in Exhibit B. Unless explicitly otherwise set forth in Exhibit B (and notwithstanding anything to the contrary, including without limitation Section A, paragraph 2 of Exhibit D), Sponsor may only use the Sponsorship and/or Advertising Benefits to advertise and promote Sponsor's specified products and services in the category(ies) set forth in Section 5 below, solely in connection with the Event(s). To the extent that the Sponsorship and/or Advertising Benefits hereunder include commercial units, billboards, scenics or other commercial or advertising presence within any of EPI' s Distribution(s) (defined below) or promotion of the Program(s) (defined below) (all collectively, "Commercial Units"), EPI shall make commercially reasonable efforts (subject to EPI being prevented for reasons of force majeure as described in Section 9(a), below, or for other bona fide reasons) to include such Commercial Units (except to the extent the Sponsorship and/or Advertising Benefits provide otherwise) in EPI's first distribution of the applicable Program throughout the United States of America, on the network specified therein, for the promotion of Sponsor's products and services in accordance with, and subject to, the terms and conditions set forth below. In the event that EPI does not include the Commercial Units set forth in Exhibit B in EPI's first distribution of the applicable Program, then EPI shall provide Sponsor "make-good(s)" consistent with ESPN's/ABC's, as applicable, then -current make -good policy and practices. a) In using such Commercial Units, Sponsor shall: i) promptly advise EPI of each product or service to be advertised and such other relevant information as EPI may request, and furnish EPI, no later than five (5) business days before the date of the distribution in question, with the fully -cleared audio, visual and/or audiovisual recordings and other requisite materials for airing Sponsor's Commercial Units according to the guidelines contained in EPI's Media Delivery Guidelines, attached hereto as Exhibit F. ii) observe and comply with ESPN, Inc.'s ("ESPN")/EPI's advertising regulations attached hereto as Exhibit D; b) EPI may refuse to distribute any Commercial Unit or any element thereof that, in EPI's reasonable opinion, i) does not maintain an artistic and technical quality creditable to EPI; ii) fails to conform to the advertising regulations attached hereto or EPI's general practices and formats regarding commercials, as either may be modified from time to time; or iii) may violate any rights of any person, firm or corporation. 3 Sponsor_EPI Long Form Sponsor MASTER February 17, 2021 mb FINAL 7-22-22 DocuSign Envelope ID: D2E5582E-5E76-4982-B7BB-6BD6942C0F01 2. PROGRAM PRODUCTION a) As between Sponsor and EPI, EPI owns, exclusively, all right, title and interest in and to the Event including, but not limited to the copyright in and to the Program(s) of the Event(s) and the name of the Event(s). EPI and its parent, subsidiary and affiliated companies, and the licensees of each have the exclusive, perpetual right to distribute, transmit, exhibit, license, advertise, duplicate, promote, perform, telecast and otherwise exploit (collectively, "Distribute" or "Distribution") audio, video, audiovisual and other programs based on or including the Event(s) or any portion thereof (each a "Program" and collectively, the "Programs") and its/their constituent elements and any other material pertaining to the Event(s) in EPI's possession and control throughout the universe, by all means and media now known or hereafter developed, on a live and/or delayed basis, in perpetuity, without limitation as to the number of uses. EPI also has the right to make reproductions of the Programs and its/their constituent elements and to use, exhibit and deal with those reproductions in any manner or media whatsoever, including but not limited to the right to incorporate the Program(s) and/or its/their constituent elements into other works for commercial profit. EPI has complete control over the scheduling, production and format of the Program(s) of each Event. Without limiting the generality of the foregoing, EPI has the right to determine the length of the Programs; subject to the rights granted to Sponsor pursuant to this Agreement, to insert commercial and promotional announcements therein as it may determine by such sponsor or sponsors as it may elect; to title or retitle each Program and to change or designate the name of any Event to the extent it is used in connection with a Program. b) EPI has complete authority over the selection of announcers, commentators, technical and other personnel for the Program of each Event. Sponsor has no rights of approval over such personnel. 3. REPRESENTATIONS AND WARRANTIES a) Each of Sponsor and EPI warrant and represent to the other that (i) it is free to enter into this Agreement and fully perform its obligations hereunder; (ii) the rights that such party has granted to the other party under this Agreement, and such other party's use of such rights in accordance with the terms of this Agreement, will not infringe upon or violate the rights of any third party; (iii) in its performance hereunder, it shall comply with all applicable law; and (iv) in its performance hereunder, it shall take measures that it deems reasonably appropriate to mitigate the risk of exposure to COVID-19 during the Event (and future Event(s), if applicable) and further agrees to make commercially reasonable efforts to ensure compliance by its employees, agents and representatives with the minimum guidelines for cleaning protocols, social distancing and the use of personal protective equipment as mutually agreed upon by the parties (the "Minimum Safety Protocols"). The Minimum Safety Protocols may be updated from time to time by mutual agreement of the parties. If a party determines that the other party is not complying with the Minimum Safety Protocols, that party must provide prompt notice to the other party of such noncompliance and the parties will then work in good faith to resolve the issue promptly. 4 Sponsor_EPI Long Form Sponsor MASTER February 17, 2021 mb FINAL 7-22-22 DocuSign Envelope ID: D2E5582E-5E76-4982-B7BB-6BD6942C0F01 b) Sponsor represents and warrants that any claims made in relation to the Sponsor products and services which are produced in connection with the rights granted hereunder can be validly substantiated by Sponsor in compliance with all FTC and other applicable law (including, but not limited to, by providing written evidence of any product claims and uses upon EPI's request(s)). 4. INDEPENDENT CONTRACTORS Sponsor and EPI are independent contractors with respect to each other and nothing herein creates any association, partnership, joint venture or agency relationship between them. Each party shall be fully responsible for all persons, including subcontractors, retained by either party in connection with its performance hereunder, except as otherwise specifically and explicitly provided herein. 5. CATEGORY NON -EXCLUSIVITY Sponsor has the non-exclusive right to advertise its products and services, pursuant to the terms of this Agreement and subject to Section 8 below, specifically for the Sponsorship and/or Advertising Benefits and via the marketing and advertising methods listed in Exhibit B. 6. INDEMNIFICATION a) Sponsor shall indemnify and hold harmless, EPI, its parent, subsidiary and affiliated companies, and each of its and their respective officers, directors, employees, agents, representatives, successors and assigns, from and against any and all third party claims, demands, actions, damages, losses, liabilities and expenses of any nature (including reasonable attorneys' fees and disbursements), that are incurred by any of them (collectively, "Claims") to the extent caused, or alleged to be caused, by: (i) the acts or omissions of Sponsor, its employees, agents, guests, invitees or subcontractors; (ii) any products liability claim related to any products or services of Sponsor; (iii) Sponsor's unauthorized use of EPI's or ESPN's Marks (defined below) or any third party intellectual property; (iv) the infringement or alleged infringement of any patent, trademark, copyright, title, slogan and/or other intellectual property rights by Sponsor or facilitated by Sponsor, including but not limited to, any Claims arising out of or relating to Sponsor's Marks provided by Sponsor to EPI and EPI's use thereof pursuant to this Agreement; (v) Sponsor's breach or alleged breach of this Agreement and/or the failure of any warranties or representations given or made by Sponsor herein; (vi) Sponsor's failure to follow any applicable law; and (vii) for any damages and/or injuries of any kind sustained by Sponsor, its employees, agents, guests, invitees or subcontractors while they are on the premises where any Events, activities and/or promotions described in this Agreement, will take place, except to the extent that such claims and/or liability described in this subsection (vii) arise out of EPI's negligence or willful misconduct. Notwithstanding anything contained herein to the contrary, this indemnification provision shall not be construed as a waiver of any immunity to which Sponsor is entitled or the extent of any limitation of liability pursuant to § 768.28, Florida Statutes. Any claims against Sponsor must comply with the procedures found in §768.28, Florida Statutes. Furthermore, this provision is not intended to nor shall be interpreted as limiting or in any way affecting any defense Sponsor may have under § 768.28, Florida Statutes or as consent to be sued by third parties. b) EPI shall indemnify, defend and hold harmless, Sponsor, its parent, subsidiary and affiliated 5 Sponsor_EPI Long Form Sponsor MASTER February 17, 2021 mb FINAL 7-22-22 DocuSign Envelope ID: D2E5582E-5E76-4982-B7BB-6BD6942C0F01 companies, and each of its and their respective officers, directors, employees, agents, representatives, successors and assigns, from and against any and all third party Claims to the extent such Claims are caused by: (i) EPI's negligence or willful misconduct; (ii) EPI's infringement or alleged infringement of any patent, trademark, copyright, title, slogan and/or other intellectual property rights (excluding any Claims in connection with Sponsor's Marks and/or any materials or intellectual property rights or executions provided by Sponsor and EPI's use thereof pursuant to this Agreement, all of which shall be covered by (a) above); (iii) EPI's unauthorized use of Sponsor's Marks; (iv) EPI's breach or alleged breach of this Agreement, and/or the failure of any warranties or representations given or made by EPI herein; and (v) EPI's failure to follow any applicable law. c) With respect to any Claim that may form the basis of an indemnity obligation hereunder, the indemnified party shall give prompt written notice of such claim to the indemnifying party as well as the opportunity to defend, compromise or settle such claim with counsel selected by such indemnifying party (provided that, the indemnified party's failure to provide prompt notice of a claim shall not relieve the indemnifying party of its indemnification obligations hereunder, except to the extent it has been damaged thereby) and shall reasonably cooperate in the course thereof; provided, however, that the indemnifying party shall not enter into any compromise or settlement that has the effect of creating any liability or obligation (whether legal or equitable) on the part of the indemnified party without the indemnified party's prior written consent (not to be unreasonably withheld or delayed). The indemnified party has the right to participate in its defense with counsel of its own choosing at the indemnified party's sole cost and expense. d) EXCEPT FOR EACH PARTY'S INDEMNIFICATION OBLIGATIONS HEREUNDER, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, ARISING FROM THE SUBJECT MATTER OF THIS AGREEMENT. THIS LIMITATION OF LIABILITY APPLIES EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, ANTICIPATED PROFITS OR LOST BUSINESS. e) The obligations of this Section 6 shall survive the expiration or earlier termination of this Agreement. 7. INSURANCE. a) Sponsor shall, at its sole expense, throughout the performance of its services pursuant to the Agreement and for such additional time as may be specified below, maintain: i) Commercial General Liability Insurance to include contractual liability, products/completed operations liability, advertising injury liability and cross - liability (which must be maintained for three years following the provision of all of Sponsor's services as set forth herein) with minimum limits of Two Million Dollars ($2,000,000) written on an occurrence form basis; 6 Sponsor EPI Long Form Sponsor MASTER February 17, 2021 mb FINAL 7-22-22 DocuSign Envelope ID: D2E5582E-5E76-4982-B7BB-6BD6942C0F01 ii) Automobile Liability coverage with minimum combined single limits of Two Million Dollars ($2,000,000). Coverage shall include all owned, leased, non - owned and hired automobiles, protecting it, additional insured's and EPI from claims for personal injury (including bodily injury and death) and property damage which may arise from or in connection with the performance of Sponsor's services hereunder or from or out of any act or omission of Sponsor, its officers, directors, agents, subcontractors or employees; iii) Workers' Compensation Insurance as required by applicable law, and Employer's Liability Insurance with minimum limits of One Million Dollars ($1,000,000); iv) Producer's Liability Insurance (Errors & Omissions Insurance) for such length of time as is necessary to cover any and all claims arising out of or relating to the production and any distributions of any produced audio-visual materials, having limits of at least Five Million Dollars ($5,000,000) for each claim, with an annual aggregate limit of at least Five Million Dollars ($5,000,000) with a deductible of no more than Twenty Five Thousand Dollars ($25,000). Such insurance shall have standard coverage, including, but not limited to, coverage with respect to libel/slander or other forms of defamation, infringements of common law or statutory copyright, infringements of rights in material to be broadcast or in the manner of presentation thereof, infringement of privacy rights, breach of implied contract and unauthorized use of material in such audio-visual materials. Any restrictions of coverage on the title, music or other rights shall be stated on the certificate of insurance and cleared prior to delivery. Additionally, any deductibles shall be stated on the certificate of insurance; v) All insurance required in this Section shall be with companies and on forms acceptable to ESPN and shall contain a provision or endorsement that the policy may not be canceled, terminated, changed or modified unless thirty (30) days prior written notice thereof is furnished to EPI. vi) All insurance required in this Section shall be primary and not contributory with regard to any other available insurance to EPI, its parent and any subsidiaries, related and affiliated companies of each, and the officers, directors, shareholders, employees, agents and assigns of each. vii) All insurance required in this Section shall be written by companies with a BEST Guide rating of B+ VII or better. viii) Certificates of insurance (or copies of policies, if required by EPI) shall be furnished to EPI. All insurance required in this Section 7 (a) shall include EPI, its parent, and any subsidiaries, related and affiliated companies of each, and the officers, directors, shareholders, employees, agents and assigns of each as additional insureds and contain a waiver of subrogation in their favor. (The additional insured requirement applies to all coverages except Workers' Compensation, and Employers Liability. The waiver of subrogation applies to all coverages). ix) EPI's failure to request, review or object to the terms of such certificates or insurance shall not be deemed a waiver of Sponsor's obligations or the rights of EPI. x) The minimum limits of the insurance required in this Section shall in no way limit 7 Sponsor_EPI Long Form Sponsor MASTER_February 17, 2021 mb FINAL 7-22-22 DocuSign Envelope ID: D2E5582E-5E76-4982-B7BB-6BD6942C0F01 or diminish Sponsor's liability under other provisions of this Agreement. xi) Sponsor agrees to indemnify and hold harmless EPI (including for reasonable attorneys' fees) against any liability for premiums, contributions or taxes payable under any worker's compensation, unemployment compensation, disability benefit, social security benefit or tax withholding laws for which EPI may be finally adjudged liable as employer with respect to Sponsor or any Sponsor personnel. b) EPI shall, at its sole expense, throughout the performance of its services pursuant to the Agreement and for such additional time as may be specified below, maintain: i) Commercial General Liability Insurance to include contractual liability, products/completed operations liability, advertising injury liability and cross - liability (which must be maintained for three years following the provision of all of Sponsor's services as set forth herein) with minimum limits of Two Million Dollars ($2,000,000) written on an occurrence form basis; ii) Automobile Liability coverage with minimum combined single limits of Two Million Dollars ($2,000,000). Coverage shall include all owned, leased, non - owned and hired automobiles, protecting it, additional insured's and Sponsor from claims for personal injury (including bodily injury and death) and property damage which may arise from or in connection with the performance of EPI's services hereunder or from or out of any act or omission of EPI, its officers, directors, agents, subcontractors or employees; iii) Workers' Compensation Insurance as required by applicable law, and Employer's Liability Insurance with minimum limits of One Million Dollars ($1,000,000); and iv) Producer's Liability Insurance (Errors & Omissions Insurance) for such length of time as is necessary to cover any and all claims arising out of or relating to the production and any distributions of any produced audio-visual materials, having limits of at least Five Million Dollars ($5,000,000) for each claim, with an annual aggregate limit of at least Five Million Dollars ($5,000,000) with a deductible of no more than Twenty Five Thousand Dollars ($25,000). Such insurance shall have standard coverage, including, but not limited to, coverage with respect to libel/slander or other forms of defamation, infringements of common law or statutory copyright, infringements of rights in material to be broadcast or in the manner of presentation thereof, infringement of privacy rights, breach of implied contract and unauthorized use of material in such audio-visual materials. Any restrictions of coverage on the title, music or other rights shall be stated on the certificate of insurance and cleared prior to delivery. Additionally, any deductibles shall be stated on the certificate of insurance; v) All insurance required in this Section 7(b) shall be with companies and on forms acceptable to Sponsor and shall contain a provision or endorsement that the policy may not be canceled, terminated, changed or modified unless thirty (30) days prior written notice thereof is furnished to Sponsor. vi) All insurance required in this Section (b) shall be primary and not contributory with regard to any other available insurance to Sponsor, its parent and any subsidiaries, related and affiliated companies of each, and the officers, directors, shareholders, employees, agents and assigns of each. 8 Sponsor_EPI Long Form Sponsor MASTER February 17, 2021 mb FINAL 7-22-22 DocuSign Envelope ID: D2E5582E-5E76-4982-B7BB-6BD6942C0F01 vii) All insurance required in this Section 7 (b) shall be written by companies with a BEST Guide rating of B+ VII or better. viii) Certificates of insurance shall be furnished to Sponsor. All insurance required in this Section 7 (b)(i) and (ii) shall include Sponsor, its parent, and any subsidiaries, related and affiliated companies of each, and the officers, directors, shareholders, employees, agents and assigns of each as additional insureds and contain a waiver of subrogation in their favor. (The additional insured requirement applies to all coverages except Workers' Compensation, and Employers Liability. The waiver of subrogation applies to all coverages). ix) Sponsor's failure to request, review or object to the terms of such certificates or insurance shall not be deemed a waiver of EPI's obligations or the rights of Sponsor. x) The minimum limits of the insurance required in this Section shall in no way limit or diminish EPI's liability under other provisions of this Agreement. xi) EPI agrees to indemnify and hold harmless Sponsor (including for reasonable attorneys' fees) against any liability for premiums, contributions or taxes payable under any worker's compensation, unemployment compensation, disability benefit, social security benefit or tax withholding laws for which Sponsor may be finally adjudged liable as employer with respect to EPI or any EPI personnel. 8. MARKS AND RESTRICTED USES a) Use of Marks. Except as expressly provided for in this Agreement, neither party shall use any trademarks, service marks, trade names, insignia, symbols, logos, decorative designs or the like (individually a "Mark" and collectively the "Marks") which is/are owned by, or licensed or sublicensed to, the other party without the other party's prior written consent in each instance. Sponsor hereby grants to EPI a limited, nonexclusive, perpetual, worldwide, royalty -free license to use Sponsor's Marks, as provided by Sponsor to EPI (as approved in accordance herewith), specifically in furtherance of this Agreement and in EPI's staging, and promotion of the Event(s) and in EPI's Distribution and promotion of the Program(s) (including, but not limited to, in the creation and distribution of Event - related logos, merchandise and in -site signage). Notwithstanding the foregoing, EPI's right to Distribute Sponsor's Marks as incorporated into the Programs (and portions thereof, including without limitation in connection with promotion of the Programs, EPI's programming networks, products and services) is perpetual and shall survive the expiration or earlier termination of this Agreement, whereas EPI' s license to use Sponsor Marks for other uses permitted herein is limited to the Term (e.g., EPI shall not create merchandise bearing Sponsor's Marks upon expiration of the Term but, for clarity, may continue to distribute existing merchandise created prior to expiration of the Term). EPI hereby grants to Sponsor a limited, nonexclusive, nontransferable, royalty -free license to use only EPI's designated Event -specific Marks (the "Designated Marks") during the Term in accordance with this Agreement and only as specifically set forth in Exhibit B. Notwithstanding the foregoing, all of Sponsor's proposed executions of the Sponsorship and/or Advertising Benefits containing the Designated Marks shall be subject to EPI's prior written approval, granted or withheld in EPI's sole discretion. Sponsor shall provide EPI 9 Sponsor_EPI Long Form Sponsor MASTER February 17, 2021 mb FINAL 7-22-22 DocuSign Envelope ID: D2E5582E-5E76-4982-B7BB-6BD6942C0F01 the proposed material in connection with any and all such executions appropriately in advance to enable EPI's review and approval. Each party agrees that, as between the parties, each party owns all rights, title and interest in and to their respective Marks, and all related intellectual property rights. Each party's use of the other party's Marks under this Agreement is for the benefit of such party and shall terminate on the termination of this Agreement (except as otherwise specifically provided for herein, including but not limited to EPI's perpetual right to distribute Sponsor's Marks as incorporated during the Term into the Event -related marketing, merchandise, promotion and Programs), and neither party shall acquire any rights in the other party's Marks by such use. Each party shall comply with written usage guidelines and quality control standards that may be provided by the other party during the Term. Notwithstanding the foregoing, prior to each new use of any Designated Marks, Sponsor shall submit a sample of such proposed use to EPI. Once EPI has approved a particular use of the Designated Mark, the approval will remain in effect for such use until withdrawn with reasonable prior written notice. b) Quality Standards. The parties agree that the nature and quality of all services rendered by the other party in connection with the use of the other party's Marks, all goods sold by the other party under the other party's Marks, if any, and all related advertising, promotional and other related uses of the other party's Marks by the other party shall conform to standards set by and be under the control of the parties. c) Quality Maintenance. To the extent expressly permitted in this Agreement, as to the use of the other party's Marks as provided herein, the parties agree to cooperate with each other in facilitating the other party's quality control review of the use of the other party's Marks, to permit reasonable inspection of the other party's proposed execution, and to supply the other party with specimens of all proposed and actual uses of the other party's Marks upon request. The parties shall comply with all applicable laws and regulations and obtain all appropriate government approvals pertaining to the sale, distribution and advertising of goods and services covered by this Agreement and the license granted herein. d) Form of Use. The parties agree to use the other party's Marks only in the form and manner and with appropriate legends as may be prescribed from time to time by the other party, and not to use any other trademark or service mark in combination with any of the other party's Marks without the other party's prior written approval. e) Infringement Proceedings. The parties agree to notify the other party of any unauthorized use of the other party's Marks in connection with this Agreement by others promptly as it comes to either party's attention. The parties shall have the sole right and discretion to bring infringement or unfair competition proceedings involving such party's Marks. f) Restricted Uses. i) Neither party shall use the other party's Marks in connection with any person or 10 Sponsor_EPI Long Form Sponsor MASTER February 17, 2021 mb FINAL 7-22-22 DocuSign Envelope ID: D2E5582E-5E76-4982-B7BB-6BD6942C0F01 entity that (a) advertises, markets, promotes, sells or offers for sale pornographic materials, illegal or unethical multi-level marketing or pyramid schemes, gambling, firearms, tobacco or hard alcohol; or (b) is a direct competitor of ESPN or EPI, including but not limited to Fox Sports, Sports Illustrated, CBS Sports, NBC Sports, Bleacher Report, Yahoo! and AOL Sports. ii) Sponsor (and its third party service providers) shall abide by the Guidelines for Use of ESPN Marks attached hereto as Exhibit E. iii) Neither party (nor their third party service providers) may use the other party's Marks in any manner that implies sponsorship or endorsement by such party of services and products other than those provided by that party. iv) For the sake of clarity and not limitation, this Agreement does not grant Sponsor: (i) the right to utilize the marks of any team, institution or conference participating in the Events without the prior approval of all applicable rights holders; or (ii) except as explicitly set forth in Exhibit B, the right to utilize EPUESPN Marks on products or merchandise. 9. FORCE MAJEURE AND CANCELLATION/POSTPONEMENT a) In the event that either EPI or Sponsor is unable to perform or is precluded from performing, in whole or in part, any of its obligations under this Agreement due to any unforeseen circumstances beyond the reasonable control of the party precluded from performing, including, but not limited to an act of God, war, terrorist attack, inevitable accident, strike or other labor dispute, fire, riot or civil commotion, government (whether federal, state or local) action or decree, weather, failure in whole or in part of technical, production or television equipment or for any other reason beyond the control of Sponsor or EPI (an event of "Force Majeure"), then such inability to perform shall not be deemed to be a default hereunder. If the Event should be postponed or delayed due to an event of Force Majeure, then EPI shall have the right to elect to stage, produce and distribute the Event on its rescheduled date and/or time and to provide Sponsor with the applicable Sponsorship and Advertising Benefits hereunder in accordance with all the terms hereof in connection with the rescheduled Event, in which case all EPI's rights herein shall survive. b) EPI reserves the right to cancel or postpone the Event(s), in its sole discretion, but shall advise Sponsor of any such cancellation or postponement as soon as commercially reasonable. In the event that EPI cancels an Event, Sponsor shall have no further obligation hereunder and there shall be an equitable reduction/refund of the Sponsorship Fee amount, as reasonably determined by EPI based upon any benefits received by Sponsor prior to such cancellation or postponement, and EPI shall reimburse Sponsor such amount or, upon mutual agreement, apply the amount of such reduction to sponsorship and/or advertising benefits in connection with other mutually agreeable EPI properties or events. 10. TERMINATION a) Either party may terminate this Agreement upon thirty (30) days' prior written notice for a 11 Sponsor_EPI Long Form Sponsor MASTER February 17, 2021 mb FINAL 7-22-22 DocuSign Envelope ID: D2E5582E-5E76-4982-B7BB-6BD6942C0F01 material breach that is not cured to the reasonable satisfaction of the non -breaching party within such thirty (30) day period. b) Either party may immediately terminate this Agreement upon written notice if the other party is subject to proceedings in bankruptcy or insolvency, voluntarily or involuntarily, if a receiver is appointed with or without the other party's consent, if the other party assigns its property to its creditors or performs any other act of bankruptcy or if the other party becomes insolvent and cannot pay its debts or provide rights and benefits when they are due. c) Either party may terminate this Agreement upon ten (10) days' prior written notice if at any time during the Term the other party engages in action or a failure to act that reflects moral turpitude or alleged fraud or that is substantially likely to embarrass or to have a materially adverse effect on the public perception of such party, in such party's commercially reasonable judgment. d) If either party terminates this Agreement pursuant to this Section 10, the parties shall not be obligated to perform further pursuant to this Agreement and the rights and opportunities granted hereunder shall terminate from the date on which the termination takes effect. Termination hereunder shall be without prejudice to any existing rights, remedies and/or claims that the terminating party may have against the other party, and shall not relieve (i) such other party from fulfilling its obligations accrued prior to such termination. 11. MISCELLANEOUS a) All notices and other communications from either party to the other hereunder shall, unless otherwise specifically provided herein, be given in writing by personal delivery or by a reputable overnight courier service (UPS, FedEx, etc.) at the respective addresses of Sponsor and EPI set forth above, unless either party at any time designates another address for itself by notifying the other party thereof by reputable overnight courier service, in which case all notices to such party shall thereafter be given at its most recently so designated address. Notice given by personal delivery is deemed given upon receipt. Notice given by reputable overnight courier is deemed given on the date of shipping thereof with postage and fees prepaid. Further, copies of all notices by Sponsor to EPI shall be sent to ESPN, Inc., Attn: Legal Department, ESPN Plaza, Bristol, Connecticut 06010-7454. b) Each party shall execute any and all further documents or amendments which either party hereto may deem necessary and proper to carry out the purposes of this Agreement. c) This Agreement together with all of the exhibits attached hereto contains the full and complete understanding among the parties hereto, supersedes all prior agreements and understandings whether written or oral pertaining hereto, and cannot be modified except by a written instrument signed by each party hereto. The language of all parts of this Agreement shall in all cases be construed as a whole according to its fair meaning and not strictly for or against any of the parties. d) The descriptive headings of the several sections and paragraphs of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. e) This Agreement is governed by and construed under and in accordance with the laws of the 12 Sponsor_EPI Long Form Sponsor MASTER February 17, 2021 mb FINAL 7-22-22 DocuSign Envelope ID: D2E5582E-5E76-4982-B7BB-6BD6942C0F01 State of Florida without reference to Florida choice of law rules. The state and federal courts located in Florida have sole jurisdiction and venue to resolve disputes hereunder, and the parties irrevocably submit to such jurisdiction and venue. Provided, however, in the event of any dispute relating to this Agreement the parties shall meet and confer in good faith in an effort to resolve the dispute via informal negotiations before resorting to any other form of dispute resolution. This Agreement may not be assigned in whole or in part without the prior written consent of the other party and any attempted assignment in violation of this paragraph is void ab initio. Notwithstanding the foregoing, EPI may freely assign this Agreement without Sponsor's permission to a parent, subsidiary, or affiliate company. Further, EPI's exercise of its rights granted by this Agreement by means of license or sublicense will not be deemed to be a prohibited assignment. This Agreement is binding upon and inures to the benefit of the parties hereto and their successors and permitted assignees. g) Any provisions hereof found by a court to be void or unenforceable shall not affect the validity or enforceability of any other provisions. h) Upon request, EPI shall use commercially reasonable efforts to provide to Sponsor on an annual basis a report which details the elements provided hereunder to Sponsor for each Event listed in Exhibit B. i) This Agreement may be executed in one or more counterparts, each of which is an original, but together constitutes one and the same document. Execution of a facsimile copy or scan/.pdf via email shall have the same force and effect as execution of an original, and a facsimile signature shall be deemed an original and valid signature. [End of Exhibit A] 13 Sponsor EPI Long Form Sponsor MASTER February 17, 2021 mb FINAL 7-22-22 DocuSign Envelope ID: D2E5582E-5E76-4982-B7BB-6BD6942C0F01 EXHIBIT B SPONSORSHIP AND/OR ADVERTISING BENEFITS Sponsor is entitled to, and EPI shall provide, the following sponsorship and/or advertising benefits related to the Events (the "Sponsorship and/or Advertising Benefits"): • One (1) :30 commercial unit per game on the ESPN digital streaming platform(s) (to be determined by EPI in its sole discretion), in accordance with the terms and conditions of the Agreement. [End of Exhibit B] 14 Sponsor_EPI Long Form Sponsor MASTER_February 17, 2021 mb FINAL 7-22-22 DocuSign Envelope ID: D2E5582E-5E76-4982-B7BB-6BD6942C0F01 EXHIBIT C ADDITIONAL SPONSORSHIP TERMS The parties shall have the additional sponsorship rights and obligations related to the Events (collectively, the "Additional Sponsorship Terms"), as set forth below and in accordance with the terms and conditions of this Agreement: I. OBLIGATIONS OF ESPN: Each year of the Event, ESPN shall: a. Secure and contract all teams participating in the Event b. Produce and Distribute Program(s) of the Event (all aspects of the Program(s) and Distribution(s) to be determined in EPI's sole discretion) c. Secure, pay, and provide snacks on-site for the Officials during the Event d. Secure and pay the Event Director(s) e. Provide official game balls for Event f. Sell all sponsorships, to include on-site TV -visible assets (i.e. visible on camera) assets g. Create a marketing plan to secure teams, promote the City of Clearwater and sell tickets to teams h. Develop and implement a community outreach component i. Develop Event logo j. Develop and manage Event website k. Coordinate all Merchandising efforts 1. Produce souvenir game program to include production and sales II. OBLIGATIONS OF CITY: Each year of the Event, City shall: a. Provide the facility at the site (Eddie C. Moore Complex) at no charge to EPI b. Manage and maintain facilities at the Site in accordance with NCAA field of play requirements for the Event, including the following: i. Set-up the venue prior to production crew including but not limited to the following: 1. Supply of media provisions, as mutually agreed upon and including but not limited to: a. Generator to support production (if requested) b. Full media room and dedicated press conference areas with internet connections c. Platform lifts in outfield (if requested) 2. Provide electrical support, as mutually agreed upon 3. Provide location for on -air announcers 4. Construct Fields within the NCAA specifications, to include the following: a. Tarps b. Dugouts c. Practice/warm-up space d. Bullpens 15 Sponsor EPI Long Form Sponsor MASTER February 17, 2021 mb FINAL 7-22-22 DocuSign Envelope ID: D2E5582E-5E76-4982-B7BB-6BD6942C0F01 5. Recruitment of game day staff and volunteers for facility and game operations (see list of tasks under item II(E) and II(F) below) 6. Provide agreed upon facility improvements by September 1 of each year of the agreement c. Manage operations and staffing for the Softball Invitational including the following: i. Concessions: Sponsor to manage and staff all concessions at the Site ii. Parking: Sponsor to manage and staff parking around the Site. iii. Transportation: Sponsor to coordinate public transportation logistics to and from parking lot and fields iv. Ticketing Operations to include the following: 1. Ticketing system 2. Ticket box office staff 3. Ticket takers 4. Scanners 5. Ticket and credential supplies and storage v. Restrooms and Sanitation: Mutually agreed upon number of restroom facilities to service crowd size vi. Community Events: Mutually agreed upon events that may promote the softball tournament and City of Clearwater in the community. d. Provide Game operations staffing and supplies, including the following: i. Golf Carts ii. Event Staff: All staff necessary for the execution of the event, included but not limited to: 1. Field monitors 2. Box office staff 3. Runners 4. Video board operator, if applicable 5. Sound board operator 6. Score board operator 7. PA announcer 8. Team liaisons 9. Parking attendants 10. Gate attendants 11. Onsite security 12. Custodial support 13. Concessionaires 14. Police/EMS 15. Two (2) medical trainers w/appropriate medical equipment iii. Staff and volunteer uniforms iv. Staff and volunteer meals & snacks v. Trailers and offices at the facility for EPI (production crew, and event personnel) and Event officials. Trailer to include internet and electricity. 16 Sponsor_EPI Long Form Sponsor MASTER February 17, 2021 mb FINAL 7-22-22 DocuSign Envelope ID: D2E5582E-5E76-4982-B7BB-6BD6942C0F01 vi. Supplies for team, volunteers and staff including, but not limited to the following: 1. Ice 2. Water 3. Cups e. Provide fan experience opportunities i. Option to provide sand sculpture at facility entrance(s) ii. Option to secure videoboard(s) on-site if mutually agreed upon III. REVENUE: A. Sponsorship Sales o EPI will retain all revenue derived from local sponsorships and television related sales o If City of Clearwater provides a sponsor lead that results in a sale of a TV -visible or TV assets, ESPN will split sponsor revenue shares 25% to City of Clearwater and 75% of revenue to ESPN. B. Merchandise • City of Clearwater and ESPN Events to split merchandise revenue 50/50. All artwork to be approved by EPI and their official licensor (currently IMG College). C. Parking a. City of Clearwater to manage and retain all revenue from parking b. City of Clearwater to provide ESPN Events the following: i. Complimentary parking for ESPN production crew ii. Up to one hundred (100) complimentary parking passes for ESPN Events, upon request D. Concessions a. City of Clearwater to manage and retain all revenue from stadium concession sales b. EPI and City of Clearwater to each retain 50% of VIP Food and Beverage E. Tickets a. City of Clearwater to manage ticketing system b. City of Clearwater to provide EPI up to one hundred (100) complimentary game tickets to be used at EPI' s discretion. c. ESPN to retain 50% of ticket sales and City of Clearwater to retain 50%. d. If ticket sales require bleacher buildouts, both parties must agree to additional costs in advance of any buildout. 17 Sponsor_EPI Long Form Sponsor MASTER February 17, 2021 mb FINAL 7-22-22 DocuSign Envelope ID: D2E5582E-5E76-4982-B7BB-6BD6942C0F01 Revenue Area City of Clearwater ESPN Events Tickets 50% 50% Sponsorship 100% of Sponsorship Sales If City sells national/TV-visible 25% of TV-visible/TV- revenue 75% of TV-visible/TV- revenue Merchandise 50% of merchandise NET sales 50% of merchandise NET sales Program 100% of program NET sales Parking 100% of parking Concessions VIPF&B 100% of stadium concessions 50%VIPF&B 50%VIPF&B F. SETTLEMENT: Within forty-five days of Event, both parties shall finalize settlement and make payments accordingly. G. MISCELLANEOUS: All expenses or issues not addressed herein will be discussed and mutually agreed upon by the Parties. [End of Exhibit C] 18 Sponsor EPI Long Form Sponsor MASTER February 17, 2021 mb FINAL 7-22-22 DocuSign Envelope ID: D2E5582E-5E76-4982-B7BB-6BD6942C0F01 EXHIBIT D ESPN ADVERTISING REGULATIONS A. Advertising Sales Regulations In using the Commercial Units specified in this Agreement, Sponsor must: 1. Consult regularly with the designee in EPI/ESPN's Advertising Sales Department on Sponsor's plans and actions related to those Commercial Units; 2. Intentionally Omitted; 3. Promptly advise ESPN of Sponsor's product or service and whatever other relevant information that ESPN requests. Sponsor also must furnish ESPN, no later than five business days before the date of the distribution in question, with the fully -cleared videotapes and other requisite materials for airing Sponsor's Commercial Units according to the guidelines contained in the attached ESPN Media Delivery Guidelines; 4. Comply with the Advertising Content Regulations specified in Section B, below; 5. Subject all Commercial Units to ESPN's prior approval; and 6. Intentionally Omitted. B. ADVERTISING CONTENT REGULATIONS ESPN will telecast only commercial material which is lawful and of the highest possible standards of excellence and in this regard Sponsor will ensure that the following conditions are observed with respect to all local commercial announcements. There shall be: 1. no commercial or material which is not of a suitable artistic and technical quality; 2. no commercial or material that may violate any rights of any person, firm or corporation; 3. no false, unsubstantiated or unwarranted claims for any product or service, or testimonials that cannot be authenticated; 4. no advertising of any habit-forming drugs, tobacco products, handguns, or handgun ammunition; 5. no commercial or material which advertises any distilled liquor, except as set forth below. Socially responsible distilled liquor advertising may be included in ESPN -approved programs (on ESPN - specified networks) only, provided that such advertising contains prominent and integral social responsibility messaging (e.g., the prevention of drinking and driving, moderation in consumption, and references for assistance with drinking -related issues). Message must be an integral part of the creative presentation and not simply a closing "drink responsibly" visual or other fleeting reference. Malt beverage advertising is acceptable, subject to appropriate scheduling restrictions and only if the 19 Sponsor_EPI Long Form Sponsor MASTER February 17, 2021 mb FINAL 7-22-22 DocuSign Envelope ID: D2E5582E-5E76-4982-B7BB-6BD6942C0F01 commercial clearly and conspicuously communicates in audio and/or video that the product is an alcoholic malt beverage; 6. no material constituting or relating to a lottery, a contest of any kind in which the public is unfairly treated or any enterprise, service, or product which would tend to encourage, aid, abet, assist, facilitate or promote illegal or legal gambling; however, advertising for casinos or other places of gambling (including ads for travel services or tourist destinations that directly or indirectly promote gambling) may be placed under the following additional guidelines: • The advertisement does not in any way promote sports wagering or race book services, including references to odds, horse racing "tout" boards, betting slips, etc. • The advertisements may promote the non -gambling or gambling amenities of the casino, and may now include visual or audio references to gambling or gambling paraphernalia (e.g., dice, roulette wheels, "slot machine" type graphics). • The word "casino" may be used if it is part of the official name of the advertised establishment. • Advertising for casinos will be subject to any restrictions or prohibition from programming rights -holders during certain programming. Restrictions • Casino advertising of any type may not air in any NFL, NBA or NCAA Championship programming, or any programming ESPN reasonably believes to have significant audience concentrations or appeals to persons under age 17 (X -Games, Little League, Spelling Bee, High School Sports) including any support or ancillary programming. • NCAA (non -Championship) and MLB programming may contain "non -gaming" casino advertisements. Advertisements for casinos or other places of gambling may air during NCAA non -Championship and MLB programming only as long as the advertisement does not in any way promote legal or illegal gambling; and the advertisement does not contain any visual or audio references to gambling or gambling paraphernalia (e.g., dice, roulette wheels, "slot machine" type graphics, odds, horse racing "tout" boards, betting slips). Advertisements may, instead, promote the non -gambling amenities of the casino (e.g., floor shows, dining, shopping, etc.) Note: The list of programming in which such material is permitted is subject to change from time to time. 7. no announcement for a product or service which is illegal per se or has no legal use in the state, county or municipality in which Sponsor is distributing the announcement; 8. no appeal for funds; 9. no commercial or material which is in whole or part defamatory, obscene, profane, vulgar, repulsive or offensive, either in theme or in treatment, or that describes or depicts repellently any internal bodily functions or symptomatic results of internal conditions, or refers to matters that are not considered socially acceptable topics; 10. no false or ambiguous statements or representations that may be misleading to the audience; 11. no commercial that includes any element of intellectual property without the owner's consent to such use, including but not limited to music master, mechanical, performance and synchronization rights or gives rise to any other colorable claim of infringement, misappropriation or other form of unfair competition; 20 Sponsor EPI Long Form Sponsor MASTER February 17, 2021 mb FINAL 7-22-22 DocuSign Envelope ID: D2E5582E-5E76-4982-B7BB-6BD6942C0F01 12. no disparagement or libel of competitors or competitive products; or 13. no commercial that is or may be injurious or prejudicial to the interests of the public, EPI or honest advertising and reputable business in general. In addition, during any program of a championship athletic event conducted by the National Collegiate Athletic Association (the "NCAA"), there shall be: 1. no advertisement utilizing professional athletes or other persons connected with professional athletics or promoting any professional athletic event or team; and 2. no advertising of alcoholic beverages, drugs or patent medicines other than analgesics, cold remedies, antacids, and athletics training aids that are in general use and institutional advertising by pharmaceutical firms. [End of Exhibit D] 21 Sponsor_EPI Long Form Sponsor MASTER February 17, 2021 mb FINAL 7-22-22 DocuSign Envelope ID: D2E5582E-5E76-4982-B7BB-6BD6942C0F01 EXHIBIT E GUIDELINES FOR USE OF ESPN MARKS 1. Sponsor shall use the ESPN Marks solely as provided in the Agreement and in no other manner. 2. Sponsor shall always use the ESPN Marks as a proper adjective modifying the common descriptive terms associated with the ESPN Marks as provided in the Agreement. 3. Sponsor's house mark or house logo must appear on any materials where the ESPN Marks are used and must be larger and more prominent than the ESPN Marks. 4. In connection with each use of the ESPN Marks, Sponsor shall place an asterisk by the ESPN Marks and cause the following expression to appear as a legend: "Registered Trademark or trademark of ESPN in the United States and/or other countries and used under license from ESPN." 5. Sponsor shall not use the ESPN Marks in the possessive or as nouns nor shall it pluralize or abbreviate the ESPN Marks. 6. The ESPN Marks must stand-alone. The minimum required area of empty space around the ESPN Marks is 1/2x, where x equals the height of the ESPN Marks. 7. Sponsor shall always capitalize all the letters of "ESPN" or use the ESPN Marks in the exact stylized form provided to Sponsor by ESPN electronically or in hard copy form. The ESPN Marks may not be altered in any manner not set forth herein without the prior written approval of ESPN. 8. Sponsor shall not use the ESPN Marks in any manner that expresses or might imply Sponsor's affiliation, sponsorship, endorsement, certification or approval other than as contemplated by this Agreement. 9. Sponsor shall not combine the ESPN Marks with any other symbols, words, logos, icons, graphics, photos, slogans, numbers or other design elements of either Sponsor or any third party. 10. Other than as provided herein, Sponsor shall not use the ESPN Marks in a trade name, business name, domain name, product or service name, logo, trade dress, design, slogan or other trademark. 11. Sponsor shall conform its use of the ESPN Marks to other rules that ESPN provides in writing to Sponsor from time to time. [End of Exhibit E] 22 Sponsor EPI Long Form Sponsor MASTER February 17, 2021 mb FINAL 7-22-22 DocuSign Envelope ID: D2E5582E-5E76-4982-B7BB-6BD6942C0F01 EXHIBIT F ESPN'S MEDIA DELIVERY GUIDELINES (attached under separate cover) [End of Exhibit F] 23 Sponsor EPI Long Form Sponsor MASTER February 17, 2021 mb FINAL 7-22-22