Logo/Change

of Logo Agreement
Sports Law: Contract Drafting Seminar October 11, 2011
Daniel Cluchey F. Jamal Fulton Kirby Ifland Jonathan Satz

Definitions

Arbitration Panel refers to a panel of three licensed arbiters: one chosen by the Team, one chosen by the Sponsor, and one chosen by the other two arbiters. Agreement refers to the Naming Rights Agreement entered into between the Team and the Sponsor. Sponsor refers to Anheuser-Busch InBev and its employees, agents, contractors, guests, invitees, licensees, concessionaires and subtenants. Sponsor Marks refers to the trademarks of the Sponsor and its associated brands. Stadium refers to the baseball park known as Budweiser Field. Stadium Mark refers to the trademark incorporating the words Budweiser Field and an artists graphic design. Team refers to the Boston Red Sox baseball club and its employees, agents, contractors, guests, invitees, licensees, concessionaires and subtenants. Team Created Merchandise refers to any merchandise, including but not limited to clothing and memorabilia, created by the Team or licensed by the Team to a third party. Team Marks refers to the trademarks of the Team. Term refers to the period beginning January 1, 2012 and ending December 31, 2031.

Logo / Change of Logo A. Developing the Stadium Mark. The parties agree that Sponsor shall develop, at Sponsors expense, the Stadium Mark, provided that the final design of the Stadium Mark shall be subject to the approval of the Team, which approval shall not be unreasonably withheld or delayed. B. Changing the Stadium Mark. If the Team changes the Team Marks, or if the Sponsor changes the Sponsor Marks, in such a way as to require a new Stadium Mark, the costs of changing the logo are to be borne by the party that forced the change. Any subsequent Stadium Mark shall be developed by the Sponsor subject to the approval of the Team, which approval shall not unreasonably be withheld. C. Ownership of Stadium Mark. The parties agree that Sponsor shall own all rights, title, and interest in and to the Stadium Mark, including, without limitation, the copyright to the Stadium Mark, subject to the Teams ownership of all intellectual property rights in and to the Team Marks. Sponsor agrees to license or acquire from the creator of the Stadium Mark sufficient rights, including but not limited to rights in any copyright, to permit unrestricted use of the Stadium Mark trademark. Sponsor shall have the right to license the Stadium Mark, subject to approval by team, which approval shall not unreasonably be withheld, but Sponsor shall not license the Stadium Mark in a manner that is contrary to public morals. Upon expiration of the Term or termination of the Agreement, Sponsor shall retain ownership of the Stadium Mark. D. Responsibility to Protect Against Infringements. The parties agree that Sponsor has the responsibility to use all commercially reasonable efforts to monitor for infringement of the Stadium Mark; to use all commercially reasonable efforts to require all infringers of the Stadium Mark to cease and desist their infringement; and, when infringers have not ceased and desisted

from infringement within thirty (30) days of Sponsors knowledge of infringement, to pursue all commercially reasonable available legal remedies against infringers of the Stadium Mark. Sponsor shall bear all costs up to $100,000 per year in its efforts to protect the Stadium Mark and pursue infringers. All costs of protecting the Stadium Mark and pursuing infringers expended each year in excess of $100,000 shall be borne evenly by Sponsor and Team. E. Team Use of Stadium Mark. 1. Required Uses. The parties agree that the Team must use all commercially reasonable efforts to use the Stadium Mark in the following ways: a. Team shall use the Stadium Mark on all tickets for any events held at the Stadium. b. Team shall display the Stadium Mark on the main video board for a total of at least 60 seconds during the 15 minutes before the beginning of each home game, and for a total of at least 60 seconds during the 15 minutes following the conclusion of each home game. c. Team shall include Stadium Mark on any Team Created Merchandise related to the Teams winning of any of the following: the American League East Division, the American League Wild Card, the American League Divisional Series, the American League Championship Series, or the Major League World Series. d. Team shall use reasonable best efforts to secure a provision in any television contract to provide that the Stadium Mark is displayed in all television broadcasts whenever the box score is displayed at the end of each inning. 2. Permitted Uses. The parties agree that the Team may also use the Stadium Mark for all advertising or promotional purposes that are consistent with public morals. The Team shall make all commercially reasonable efforts to ensure that all products bearing the Stadium Mark are of high quality and are free of defects. F. Sponsors Use of Stadium Mark. The parties agree that the Sponsor may use the Stadium Mark for any and all purposes, but not in a manner that is contrary to public morals. For the purposes of this agreement, advertising, promotions, or displays related to the consumption of alcohol shall not be deemed to be contrary to public morals. Sponsor shall make all commercially reasonable efforts to ensure that all products bearing the Stadium Mark are of high quality and are free of defects. Disputes Any disputes arising from this Agreement must be referred to the Arbitration Panel.

Exhibit B: Service Mark and Trademark Grant of Rights Agreement A. License to use Team Marks. The Team hereby grants to Sponsor a non-exclusive, royaltyfree license to use the Team Marks during the Term of this Agreement for the sole purpose of allowing Sponsor to create, use, and own the Stadium Mark. Sponsor agrees that it will cause to appear on all advertising, promotional, or display material bearing the Team Mark the identification (R), TM, or SM, as designated by the Team. B. License to use Sponsor Marks. Sponsor hereby grants to Team a non-exclusive, royalty-free license to use the Sponsor Marks during the Term of this Agreement for the sole purpose of allowing Sponsor to create and use the Stadium Mark. Team agrees that it will cause to appear on all advertising, promotional, or display material bearing the Sponsor Mark the identification (R), TM, or SM, as designated by Sponsor.