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.
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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.
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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.
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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
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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;
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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
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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.
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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
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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
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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
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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
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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]
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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]
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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
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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.
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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.
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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]
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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
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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;
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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]
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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]
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EXHIBIT F
ESPN'S MEDIA DELIVERY GUIDELINES
(attached under separate cover)
[End of Exhibit F]
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