Athlete Representation and the Marketing of Endorsements

You can find the article here.

Correction to NFLPA Links

For Becoming an Agent FAQs  new link

For Sample Agent-Player Rep Agreement  new link (see Appendix D)

Thanks for Chris Capcara for pointing this out.

Class for 4/19

Here's some sample agreements for today's class (click the link)

Actor Agreement

Rock Band Agreement-Concert

Movie Location Contract

Record Company Contract

Agent-Actor Agreement

Sample Non-Union Actor Contract


"Wake-Up" Entertainment Company

RELEASE FORM

I, __________________________ do hereby confirm the consent heretofore given you with respect to your photographing me in connection with your motion picture/video: Title: Foolishness Production Number:0002 and I hereby grant to you, your successors, assigns and licensees the perpetual right to use, in any manner or in any media currently existing or which may be developed in the future, as "Wake-up" Entertainment may desire, all video, still and motion pictures and sound track recordings and records which you may make of me or of my voice, and the right to use my name or likeness in or in connection with the exhibition, advertising, exploitation or any other use of such motion picture or recording. I understand that "Wake-Up" Entertainment will provide to me a copy of the film on DVD or other media for my personal use only. I will not sell said copy or use it for any commercial purposes such as broadcasting, streaming online or Home Video- DVD releases. I shall receive a limited license to use the copy for personal promotional purposes, which shall be limited to using a maximum of 30 seconds of the film on my personal website. I also understand that it takes a significant amount of time to complete a film – and in some cases student films are abandoned and not completed at all. If the filmmaker has promised a tape of the film I agree to allow a reasonable amount of time to elapse after the performance for completion (i.e. six months). I agree that should the film/tape not be completed I will take no action against "Wake-Up" Entertainment or its President.

I am over eighteen years of age. (initial here) _____

I am under eighteen years of age. (initial here) _____ Parent/Guardian signature required.

Signature : _______________________________ (Parent/Guardian if under eighteen years of age) Name (print) : _______________________________ Home address : _______________________________ Phone number : _________________________ Character name: _______________________________

Date: _______________________________

Antitrust Issue - American Needle Case

Excellent Article about what makes an agent

is right here.

Tax Deductions and the Professional Athlete

We will review the following in class

http://delducasports.blogspot.com/2010/04/feds-need-money-so-irs-hammers-your.html

Class 4/12

Topic: - "off the field" legal issues for pro athlete (no reading)
          -  tax issues for the professional athlete (Entertainment Law book, pg. 309-17)
          -  Entertainment law issues
               - television (Ent Law book, pg 34-62)
               - music industry (pg 64-85)
               - censorship (93-127)
               - representation (186-220)
              
 Note: 'contracts' part of Entertainment Law reading will be done 4/19 with anti-trust issues already assigned

NO CLASS MONDAY MARCH 29, 2010

See you next week .... syllabus continued as is

Licensing the Images of Dead People ...

Some coin is to be made ... click here

Class of 3/22

Sports Law Chapter 18: pgs 987-1000
Sports Law Chapter 19: pgs 1001-73

Put your Torts law hats on....

Class 3/15

Will be emphasizing intellectual property issues
Sports Law text: pgs 1125-1225
Entertainment Law text: pgs 133-183. 300-309

Also review the following:

Sample endorsement agreement -- click this link

Sample representation agreement between agent and athlete regarding endorsement marketing (see below)

Sample Confidentiality and Nondisclosure agreement (see below)


REPRESENTATION AGREEMENT

THIS REPRESENTATION AGREEMENT, made this day of , 199 , by and between Ronald M. Del Duca, Jr., a Virginia resident (herein called the "REPRESENTATIVE") and , a resident of (herein called the "CLIENT").

WHEREAS, CLIENT desires that and REPRESENTATIVE agrees that REPRESENTATIVE will provide various services to CLIENT.

NOW, THEREFORE, in consideration of the mutual promises made in this Agreement, both CLIENT and REPRESENTATIVE, each intending to be legally bound, agree as follows:

1. Term
The term ("Term") of this Agreement shall commence on the date of its execution and shall continue for a one (1) year period. The Term of this Agreement shall be considered automatically renewed for subsequent (1) year periods unless terminated by either party by written notice by at least thirty (30) days before the end of the Term or any extension.

2. Representative Services
During the Term of this Agreement, REPRESENTATIVE shall, as requested by CLIENT, represent, advise, counsel and assist CLIENT in regard to the solicitation and implementation of various revenue producing contracts (the "Contracts," as further defined in Paragraph four (4) herein), said services to include:
(a) Solicitation, negotiation and drafting of any and all Contracts on behalf of the CLIENT;
(b) Consultation and advice with respect to finances, taxes and tax planning relating to the Contracts; and
(c) Any other services mutually agreed between CLIENT and REPRESENTATIVE pertaining to the Contracts.

3. CLIENT Right of Approval
CLIENT shall at all times have the right to approve or disapprove all proposals, agreements or Contracts presented by REPRESENTATIVE pursuant to this Agreement. REPRESENTATIVE shall not have the authority to bind or commit CLIENT in any way without CLIENT'S prior written consent.

4. Compensation
A. Solicitation Activities. CLIENT shall pay to REPRESENTATIVE for the solicitation of Contract revenues on CLIENT'S behalf as done by REPRESENTATIVE a sum equal to percent ( %) of the gross amount of all monies or the fair market value of all properties received by CLIENT (or on CLIENT'S behalf) as the result of any Contract, including any substitutions, additions, modifications, renewals or extensions thereof, the negotiation of which commenced during the Term of this Agreement incident to REPRESENTATIVE'S solicitation activities, regardless of whether such income is received during the Term of this Agreement or after the termination of such Term. Contracts shall include service contracts, endorsement agreements, personal appearances or any other revenue producing arrangements, whether oral or written.
In case this Agreement between REPRESENTATIVE and CLIENT terminates, and subsequent to said period a Contract originally solicited by REPRESENTATIVE is renewed, if the period between the termination date of the Contract and the date a new Contract with the same sponsor (or its successor or affiliate) is made (the "Renewal Period") is twenty four (24) months or more, REPRESENTATIVE shall not be entitled to the beforenoted commission unless the solicitation activities of REPRESENTATIVE are involved in the new Contract. In case this Agreement between REPRESENTATIVE and CLIENT terminates, and if the Renewal Period of the Contract is less than twenty four (24) months, the REPRESENTATIVE shall be entitled to the commission on the value of the renewed Contract equal to the lesser of the value of the amount of the renewed Contract or the value contained in the original Contract (but not the excess).

For compensation to be paid to the REPRESENTATIVE by the CLIENT per this Agreement, the CLIENT shall make all such compensation payments to REPRESENTATIVE or an assignee of REPRESENTATIVE'S choosing within thirty (30) days of receipt of a payment from a Contract or in such annual installments as may be mutually agreed between CLIENT and REPRESENTATIVE.

B. Other Activities. In those instances that a Contract is entered into by CLIENT and REPRESENTATIVE provides services but not those relating to solicitation of said Contract, any fee to be charged by REPRESENTATIVE shall be mutually agreed upon between REPRESENTATIVE and CLIENT.

C. Taxes. CLIENT shall be responsible for the payment of any and all income taxes incurred in connection with compensation received by CLIENT pursuant to this Agreement. REPRESENTATIVE shall be responsible for the payment of income taxes incurred in connection with this Agreement for compensation he receives in connection with this Agreement.

5. Business Expenses
CLIENT shall reimburse REPRESENTATIVE for all reasonable and necessary communication expenses (i.e., telephone, telefax, and postage) actually incurred by REPRESENTATIVE during the Term hereof. CLIENT shall also reimburse REPRESENTATIVE for all reasonable and necessary travel, meal and lodging expenses incurred by REPRESENTATIVE during the Term hereof as related to REPRESENTATIVE's services and approved by CLIENT. CLIENT shall promptly pay all such expenses upon receipt. CLIENT shall be responsible for all his own expenses, including, but not limited to, travel, food and lodging, incurred incident to this Agreement.

6. Termination
A. For Cause. If REPRESENTATIVE or CLIENT shall fail to observe or perform any of the obligations created in this Agreement, the non-defaulting party shall have the right to elect to terminate the Agreement if such default is not cured within thirty (30) days after the non-defaulting party shall have given the defaulting party written notice specifying such default. Notice shall be per the provisions of paragraph Eight (8) herein.

B. Without Cause. Either party may terminate this Agreement without cause by giving fifteen (15) days prior written notice.

C. Enforceability. Notwithstanding the termination provisions of this Paragraph Six (6), the compensation provisions of Paragraph Four (4) shall remain in full force and effect at all times.

7. Assignment
Neither CLIENT nor REPRESENTATIVE shall have a right to assign or otherwise transfer the rights or obligations of this Agreement without the prior written consent of the other party.

[rest not shown]


CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the “Agreement”) made this __ day of __________, 20 __ , by and between Fusion Edge Media, LLC, a Virginia limited liability company (hereinafter “Fusion”) and [NAME OF COMPANY], a [type of entity and jurisdiction where formed] (hereinafter “Company”) is as follows:

WHEREAS, Fusion will be providing Company certain confidential and proprietary information for the purpose of entering into discussions regarding a potential business relationship between Fusion and Company relating to [state general purpose of business transaction] (hereinafter the “Purpose”); and

WHEREAS, Fusion and Company agree that said confidential and proprietary information is privileged and is not to be released for dissemination or disclosure to any third parties in any manner except as provided in this Agreement.

NOW THEREFORE, in consideration of Ten and 00/100 United States Dollars ($10.00), and of the mutual promises, covenants and obligations contained in this Agreement, the sufficiency of which is hereby acknowledged, both Fusion and Company agree, each intending to be legally bound, as follows:

1. Confidential Information. For purposes of this Agreement, “Confidential Information” includes, but is not limited to, any information, “know how”, scripts, writings, notes, any form of visual properties (including but not limited to graphics, photos, video, DVDs, motion pictures, story board and/or pre-visualization of motion pictures), patent, copyright, trade secret, process, technique, program, design, formula, marketing, advertising, data (financial, commercial, sales, programming or otherwise), written materials, compositions, drawings, diagrams, programs (computer or software), studies, work in progress, visual demonstrations, business plans, budgets, forecasts, customer data, ideas, concepts, characters, story outlines and other data, whether in oral, written, graphic, electronic form, or any other form or medium whatsoever, which may be exchanged between the parties in pursuance of the Purpose of this Agreement or otherwise. The term “Confidential Information” shall not include information which is actually known to Company prior to the time of receipt of such Confidential Information as can be established by evidence that would be acceptable to a Court of competent jurisdiction.

2. Company’s Obligations.

A. All Confidential Information constitutes the sole and exclusive property and the Confidential Information of Fusion, which Fusion is entitled to protect. Company shall only use the Confidential Information strictly for the Purpose. Company shall hold and maintain all Confidential Information in trust and confidence for Fusion and shall use commercially reasonable efforts to protect the Confidential Information from any harm, tampering, unauthorized access, sabotage, access, exploitation, manipulation, modification, interference, misuse, misappropriation, copying or disclosure. Company shall not, without the prior written consent of Fusion, disclose any Confidential Information to any person or entity other than to such of its employees, officers, directors, contractors, agents and professional advisors (hereinafter the “Company Personnel”), as applicable, and in such event only to the extent necessary for the Purpose and provided that Company shall, prior to disclosing the Confidential Information to the Company Personnel issue appropriate instructions to them to satisfy its obligations in this Agreement and obtain their agreement to receive and use the Confidential Information on a confidential basis on the same conditions as contained in this Agreement. In addition, the Company shall be fully responsible to ensure that each of the Company Personnel handles the Confidential Information as required by this Agreement, and Company shall be liable for any loss or damage resulting from any failure to do so. The Company shall notify Fusion promptly of any unauthorized use, disclosure or possession of the Confidential Information that comes to the Company’s attention.

B. The Confidential Information shall not be copied, reproduced in any form or stored in a retrieval system or data base by the Company without prior written consent of the Fusion, except for such copies and storage as may reasonably be required internally by Company for the Purpose.

C. Upon request of Fusion, Company shall immediately return to Fusion all Confidential Information, including all records, summaries, analyses, notes or other documents and all copies thereof, in any form whatsoever, under the power or control of Company and destroy the Confidential Information from all retrieval systems and databases. The return of such documents to the Fusion shall in no event relieve Company of its obligations of confidentiality set out in this Agreement with respect to such returned Confidential Information.

D. In the event that the business relationship contemplated by this Agreement does not occur, Company (or any of its affiliates, successors or other business relationships) will not use or permit the use of any of the Confidential Information for its own benefit, nor for the benefit of any third party or for any other purpose. Regardless of whether the business relationship contemplated by this Agreement occurs, the rights and obligations set out in this Agreement shall survive from the date of this Agreement and continue for a period of five (5) years thereafter.

3. Rights of Company. Neither this Agreement nor the disclosure of any Confidential Information to Company shall be construed as granting to Company any rights in, to or in respect of the Confidential Information, including, but not limited to, rights by license, or as the basis for development, research and/or production of items or services.

4. Breach of Agreement. The provisions hereof are necessary to protect the trade, commercial and financial interests of Fusion. The parties acknowledge and agree that any breach whatsoever of the covenants, provisions and restrictions herein contained by Company shall constitute a breach of Company's obligations to Fusion which may cause serious damage and injury to Fusion which cannot be fully or adequately compensated by monetary damages. The parties accordingly agree that in addition to claiming damages, Fusion may seek interim and permanent equitable relief against Company, including without limitation interim, interlocutory and permanent injunctive relief, in the event of any breach of this Agreement. All such rights and remedies shall be cumulative and in addition to any and all other rights and remedies whatsoever to which Fusion may be entitled.

5. No Joint Venture or Partnership. The parties agree that the execution of this Agreement does not in any way constitute a partnership or joint venture or binding commitment on the part of either party to enter into or complete negotiations or any transaction with the other party.

6. Entire Agreement: Binding Effects; Severability. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes and overrides any prior or other agreements, representations, warranties, understandings and explanations between the parties hereto with respect to the subject matter of this Agreement. This Agreement shall be binding upon the trustees, receiver, heirs, executors, administrators, successors and assigns of the parties. The invalidity or unenforceability of any provision or part thereof of this Agreement shall not affect the validity or enforceability of any other provision and such invalid or unenforceable provision shall be deemed severed from the remaining provisions herein and such remaining provisions shall continue in full force and effect.

7. Governing Law. This Agreement shall be exclusively governed by, and construed in accordance with, the laws of the Commonwealth of Virginia and the laws of the United States applicable therein. The parties hereby submit to the exclusive jurisdiction of the courts located in the Commonwealth of Virginia, both state and federal.

8. Waiver of Breach. No waiver of any breach of any provision of this Agreement will be effective or binding unless in writing and signed by Fusion and will be limited to the specific breach waived unless otherwise provided in the written waiver.

9. Miscellaneous. This Agreement may be executed in counterparts with the same effect as if both parties hereto had signed the same document. Each counterpart shall be as valid and binding as each other counterpart and all counterparts shall be construed together and shall constitute one agreement. Execution and delivery of this Agreement by fax transmission shall constitute legal and binding execution and delivery of this Agreement. The recitals to this Agreement (i.e., WHEREAS) are hereby incorporated into and form part of this Agreement.

IN WITNESS WHEREOF Fusion and Company have executed this Agreement as of the date first above written.
Fusion Edge Media, LLC
____________________

By __________, its __________

[NAME OF COMPANY]
____________________

By __________, its __________

Read the Language...Always

See below for a negotiation I recently had over player contract language with a NFL club...we will discuss in class Monday.

Draft 1
Player will have the opportunity to receive and retain a 2010 Roster, Reporting, and Playing Bonus in the amount of $25,000, if and only if Player achieves such amount by fulfilling the following terms and conditions:

(1) Player must be on Club’s 80-man roster on March 8, 2010; and
(2) Player must fulfill each and every obligation under the Contract and report, practice and play with Club throughout the 2010 League Year (unless such failure to practice or play is as a result of injury or death resulting from Player’s performing services pursuant to the Contract).
 This 2010 Roster, Reporting, and Playing Bonus will be conditionally advanced to Player as follows: $25,000 on or before March 20, 2010, but will not be earned unless and until Player’s eligibility to receive and retain such amount has been confirmed by the fulfillment by Player of Paragraphs (1) and (2) above.

Draft 2
From: ron del duca [mailto:rdelduca1503@comcast.net]
To: 'TMacCracken@Chiefs.nfl.com'
Subject: Copper

2010 ROSTER, REPORTING, AND PLAYING BONUS

Player will have the opportunity to receive and retain a 2010 Roster, Reporting, and Playing Bonus in the amount of $25,000, if and only if Player achieves such amount by fulfilling the following terms and conditions:
 (1) Player must be on Club’s 80-man roster on March 8, 2010; and
(2) Player must fulfill each and every obligation under the Contract and report, practice and play with Club throughout the 2010 League Year (unless such failure to practice or play is as a result of injury or death resulting from Player’s performing services pursuant to the Contract).

(From Ron Del Duca): So if he gets cut after week 1 or during camp he has to give the 25 k back? That’s wasnt the intent..supposed to be a signing bonus…just caught that..let me know

Draft 3
From: 'TMacCracken@Chiefs.nfl.com'
To: ron del duca [mailto:rdelduca1503@comcast.net]
Subject: Copper

Ron - Take a look.... thanks, Trip

2010 ROSTER, REPORTING, AND PLAYING BONUS

Player will have the opportunity to receive and retain a 2010 Roster, Reporting, and Playing Bonus in the amount of $25,000, if and only if Player achieves such amount by fulfilling the following terms and conditions:

(1) Player must be on Club’s 80-man roster on March 8, 2010; and
(2) Player must fulfill each and every obligation under the Contract and report, practice and play with Club throughout the 2010 League Year (unless such failure to practice or play is as a result of injury or death resulting from Player’s performing services pursuant to the Contract).
This 2010 Roster, Reporting, and Playing Bonus will be conditionally advanced to Player as follows: $25,000 on or before March 20, 2010, but will not be earned unless and until Player’s eligibility to receive and retain such amount has been confirmed by the fulfillment by Player of Paragraphs (1) and (2) above. Notwithstanding the foregoing, if Club terminates the Contract after the satisfaction by Player of the Condition specified in Paragraph (1) immediately above, so long as Player has not violated any terms of Paragraph (2) above but for the Club’s termination of the Contract, Player will be deemed eligible to receive and retain the 2010 Roster, Reporting, and Playing Bonus.

Now if player gets cut he keeps the bonus...end of story.

Player Fines: How the Wrong Nasal Strip Can Cost You 5 Grand

Detailed discussion of fines in the NFL. Link is here

Class of 3/8 (forgot there is Spring Break this week)

We will discuss the following:

- Text , Chp. 15 (pg. 711-775)
- The inner workings of the Clownfest that I attended this past Friday Indy otherwise known as the NFL Contract Advisors meeting
- Did my client really drop 100 grand at the wedding of his that I attended Saturday night in DC (and more importantly is at least part of it tax deductible?)
- The cost and value of NASCAR team sponsorships .... see this link
- In-class case study on your new Speed Racer client

Scheduled Speaker to be rescheduled at a later time ... he decided to go to Florida instead. 

NFL favors blood-testing players for HGH

As we discussed in class last week look what issue pops up:  click the link.

Your Client Has ADD? Make sure he doesn't flunk the drug test...

From The NFLPA today

The following information is needed in order for a player to be granted a Therapeutic Use Exemption (TUE) for the use of a stimulant to treat ADD in the NFL (this includes players at the Combine).

Letter from prescribing physician which includes:

Diagnosis
Medication
Criteria for diagnosis
Reports of testing used to make diagnosis

They must have all of these elements to be granted a TUE. They don't have to bring it to the Combine but the sooner that they send all of this information to Dr. Brown and Dr. Lombardo, this will be taken care of.

Memo I received today on status of NFL CBA negotiations

To: NFL Players and Contract Advisors
From: DeMaurice Smith
Date: February 23, 2010
Subject: CBA Negotiations/Restricted Free Agency

As we quickly approach the beginning of the uncapped year, I wanted to take this opportunity to update you on the NFLPA’s efforts to reach agreement on an extension of the CBA before the beginning of the uncapped year on March 5, 2010. It is our view that obtaining an extension to the CBA prior to the uncapped year is in the best interest of both the players and the owners. However, the terms of any CBA extension must allow for players to get their fair share of NFL revenues while at the same time address the owner’s issues in such a way as to allow them to continue to grow the game of football. All of the NFLPA’s proposals have been crafted with that in mind. The Player Representatives have also been advised of the NFL’s request that players take a pay cut that would move players back to the 1980’s in terms of their share of NFL revenues.

CBA Bargaining There have been 12 general bargaining sessions with the NFL discussing issues relating to the proposed terms of a new CBA. Comprehensive written proposals and counter proposals have been presented to meaningfully address issues such as the overall player cost/free agency system, revenue sharing, rookie salaries, forfeiture clauses in player contracts, and off-season/pre-season work rules. In addition to NFLPA staff and outside counsel, NFLPA player leadership has been present at all of the sessions. Players attending at least one session include NFLPA President Kevin Mawae, Mark Bruener, Kevin Carter, Tony Richardson, Domonique Foxworth, Chester Pitts, Sean O’Hara, Jay Feely, Pete Kendall and Donovin Darius. These players have contributed valuable insight and perspective in support of NFLPA positions at the bargaining table. On the NFL side, owner representatives in attendance have included John Mara (New York Giants), Mark Murphy (Green Bay Packers), Robert Kraft (New England Patriots), and Ozzie Newsome (Baltimore Ravens). The most recent session was held on February 6, 2010, just prior the Super Bowl, and was attended by the NFL Management Council’s Executive Committee, which is comprised of 10 owners, and chaired by Carolina Panthers owner Jerry Richardson. In addition to the general bargaining sessions, six sub-committees were created to address very specific areas of the CBA. Those sub-committees are as follows: Benefits, Drug Policies, Grievance Procedures, Working Conditions, Injury Data and Licensing/Intellectual Property Rights. The NFLPA has prepared detailed written proposals for each of the areas addressed by these sub-committees and each committee has held no less than three meetings to discuss their respective proposals. In total, we have held more than 30 overall bargaining sessions with the NFL in the past six months. And while we have made progress in some areas, we continue to have significant disagreement with the NFL over their desire to have players take an 18% reduction in their share of revenues given the NFL’s failure to provide meaningful financial data to support the assertion that their costs have increased significantly since the capped system was put into place in 1993. Their demand that the players take such an historic pay cut is even more disturbing given the NFL’s continuing economic growth despite the worst recession in recent history. The NFL has made it clear that the league and its clubs remain profitable. There has not been any statement, affirmative or suggested, by the NFL that any team is losing money. Moreover, the league has rejected any offer to discuss their profit margins, team profitability or any of their teams’ individual financial statements. Players have always been willing to create incentives for NFL owners to develop new revenue streams for their clubs. The G-3 program contained in the existing CBA which provides salary cap credits for new stadiums provides a good example of our commitment to this philosophy. Our current proposal would allow NFL clubs to obtain substantially increased deductions for costs incurred to generate new revenue streams. Another general bargaining session is scheduled for Thursday, February 25, 2010, at the NFL Combine in Indianapolis.

Uncapped Year While we are doing all that we can to reach a fair agreement with the NFL before the start of the 2010 league year, it appears likely that no new CBA will be reached and the 2010 season will be uncapped. For some players this means that they will be Restricted Free Agents instead of Unrestricted Free Agents since unrestricted free agency in the uncapped year increases from four (4) to six (6) Accrued Seasons. We are sensitive to the impact that this change in the free agency rules will have on these players. Because of this, our most recent proposal to the NFL contains an offer to continue the current capped system for an additional year which would allow the parties ample time to complete work on a long-term CBA.

The NFLPA just recently won a Special Master decision against the NFL and its clubs which will force the high revenue clubs to share millions of additional dollars with the low revenue, small market clubs during the 2010 season. The decision to pursue this action was based upon our belief that we had to make more money available to sign players in the uncapped year.

Remember also that the uncapped year provides just that -- no cap or limit on the amount of money a club may spend on player salaries. The last time there was an uncapped season in the NFL was in 1993, and in that season clubs spent collectively over 70% of league revenue on player costs. While we cannot predict what will happen in 2010, we suspect that it will be dependent on the individual player and team. Given the projected increases in NFL revenues for 2010, more money should be available for player salaries than ever before. In addition, keep in mind that each NFL club will be saving approximately $10 million in benefit costs as a result of their not having to fund certain benefits in the uncapped year. That money can and should be used for player salaries. For those players negotiating new contracts in 2010, please keep the NFLPA updated on the status of your negotiations as it will allow us to be informed of the trends in the market for player services. With that information, we can then help all players maximize their ability to get the best contracts possible. In the meantime, the NFLPA will continue its efforts to reach agreement with the league on a new CBA.

Class For 2/15

There will be a heavy emphasis on the reading (Chp 14, pgs 649-711...Chp 15, pgs 711-775). Make sure that your read the assigned text. We will also discuss Article VIII of the NFL Collective Bargaining Agreement ... the link to the CBA is here (scroll thru to Article VIII).

Free Agency: If You Don't Play The Game Right You May Become "Free" From Your Client

New on Del Duca Sports Blog...click here. Class stuff up Thursday.

Exercises for Monday Class

1. You represent a company that is the title sponsor for a sporting event. What protection will you have in the contract with the venue so that your client's marketing dollars will be well spent and/or protected?

2. Your client Del Duca University is about to hire Dangerous Dan The Felony Man as its new head coach (he's a really good coach) -- how do you draft the contract on behalf of your client the school so that the school is protected from future 'acts' by Dan? You represent Dan -- how can you maximize what he can walk away with if he is fired?

3. You're asked by the world's best cricket player to negotiate his new contract. You don't know poop about him or cricket. What do you do? (saying the tired phrase "Show me the Money!" is not an option)

4. In the ongoing CBA talks between the NFL Players Association and management the players want more contracts to be guranteed and the owners do not. Develop a position for both sides supporting their views. What's a compromise?

5. Your client Michael Vick decides that he wants to start a kennel to house dogs overnight ('Mike's Happy Home for Hounds'). What are the issues that must be addressed both in terms of formation of the new business and his future income as it relates to NFL contracts and endorsement contracts? 

All of the above will be discussed in class by the splitting-off of groups. Be prepared to discuss all.

Termination Clause

We will discuss the below in class:

7. Termination. If REPRESENTATIVE or PLAYER shall fail to observe or perform any of the obligations created in this Agreement, the non-defaulting party shall have the right to elect to terminate the Agreement if such default is not cured within thirty (30) days after the non-defaulting party shall have given the defaulting party written notice specifying such default. Notice shall be per the provisions of Paragraph Nine (9) herein.
 In terms of an Athletic Contract or Marketing Services contract governed by the terms of Paragraph Five (5) herein if termination occurs prior to the completion of the negotiations for the particular contract, REPRESENTATIVE shall be entitled to compensation equal to the reasonable value of the services performed in the negotiation of such contract. If termination occurs after PLAYER has signed an Athletic Contract and/or Marketing Services contract negotiated by REPRESENTATIVE, the REPRESENTATIVE shall be entitled to his Fee for negotiation of such contract.

In the event of termination, if PLAYER (or his new representative) is subsequently able to renegotiate any Athletic Contract or Marketing Services contract previously negotiated by REPRESENTATIVE prior to expiration of said contract, REPRESENTATIVE shall still be entitled to the Fee he would have been paid pursuant to Paragraph Five (5) herein if the Athletic Contract and/or Marketing Services contract had not been renegotiated.

Comparing U.S. Sports Contracts to European Sports Contracts

Two good articles to look at for this ... here and here. Take a look at them for Monday's upcoming class.

Class Monday 2/8 Is Cancelled

The assignment on the Syllabus will all be pushed back one week.
For 2/15 read Text pp. 111-149 (be sure to review the cases in that reading). Also review the below contract -- we will discuss it next week for formation and interpretation issues (spacing is a bit screwed up). Check back on this blog later in the week for more. Presently I have no power and 26 inches of snow in my yard so updating is a bit slow.

AGREEMENT

THIS AGREEMENT, made and to be effective the 15^th day of September, 20__ by and between _________________(“Company”) and __________________company (“TP”).

WHEREAS, TP has previously acquired the license to organize, operate and promote the _______________________event that is held annually in ____________ (the “Event” or “Events”); 

WHEREAS, Company desires to promote its name and products during the 2003 Event and the 2004 Event); and

WHEREAS, TP has agreed, as hereinafter noted in this Agreement, to provide various marketing and promotional services to Company so that Company may promote its name and products in regard to the 2003 and 2004 Events.

NOW, THEREFORE, both Company and TP, through their designated authorized representatives, each intending to be legally bound, do hereby agree as follows:

1.  Duties.  For the 2003 and 2004 Events (unless otherwise noted hereinafter), TP will             provide the following services for the Company: 

            (a) assistance with the development and organization of a public area site at the                                  Event where a Company vehicle can be displayed, the location of the site to be mutually agreed upon by the Company and TP; 

            (b) one advertising page in the official tournament program of the Event, TP                              providing Company with development and design services in the compiling of the ad; 

                        (c) accessibility to one loge box at __ with six (6) seats, with six (6)                                VIP passes given for each day of the Event, and assistance in making various arrangements for the Company’s guest in regard to ticket distributions and related items; 

                        (d) assistance to Company representatives so they can hand out press information                               to journalists attending Event press conferences during the week of the Event; and  

                        (e) for Event year 2004, assistance in developing and formulating (within __-                   rules and regulations) ads of the Company’s name/logo (the “Mark”) to be displayed (within reasonable television camera range as is practically possible) at  the following locations: 

                                    (i) the net referee’s chair on centre court of the Event’s tennis hall (“Centre                                                                     Court”), 

                                    (ii) the service speed gun used at Centre Court for the Event, and 

                                    (iii) on one sixth of the lateral rotating banners used on Centre Court. 

In addition, other services can be mutually agreed upon between TP and Company. 

            2.  Representations. Incident to the services and responsibilities of TP as noted in             Paragraph One (1) herein, TP also makes the following good faith representations: 

                        (a) the Event will be organized and operated in a first class manner in accordance                               with previous events; and 

                        (b) the Event will receive both national and international television                                  coverage, the actual amount and schedule time of said coverage not being                                        guaranteed by TP. 

3.  Consideration. In consideration of the services to be provided by TP to Company,             Company agrees to transfer to MTP (or its designated assignee), full and unencumbered title to the following: 

                                    Event Year 2003           

                                    Event Year 2004           

Both Company and TP agree that TP is receiving the ________ incident to the services             that it is providing to Company per this Agreement, and that TP shall have full and absolute right to sell either or both of the _____ to a third party.  In addition, Company  agrees that it will ship either or both of the ____________ to the location requested by TP (including the location of TP’s designated assignee of the _____________, if applicable). 

Company agrees that it will be solely responsible and pay for all transportation costs (i.e.,             shipping charges, duty, etc.) relating to the shipping of the ____, and will exclusively handle all paperwork incident thereto.

4.  Promotional Acts of Company. Incident to the marketing and promotional objectives             of Company, it shall be allowed to refer to itself as a sponsor of the “__________ Event”, provided the prior written approval of TP is obtained. 

            5.  Termination; Default; Costs. 

    A.  Termination.  This Agreement can be terminated at any time as follows: 

(a) by mutual written agreement of Company and TP; or 

(b) by the election of a nondefaulting party per the provisions of Paragraph 5.B. herein; or 

(c) if TP no longer has the organizational rights to the Event.           

                 B.   Default.  Either Company or TP shall commit an act of default (“Default”) if                             Company or TP (the “Defaulting Party”) does not satisfy an obligation that it has per the terms of this Agreement and the Defaulting Party does not rectify said Default  within thirty (30) business days (the “Cure Period”) after written notice of said Default is provided by the nondefaulting party.

    C.             Legal Fees and Costs.  In the event a party to this Agreement defaults as to any of its             obligations, all legal fees and court costs of the other party should be paid by the defaulting party except for fees of the each party’s “in-house” legal counsel. 

6. Indemnity.  Unless otherwise noted in this Agreement, Both Company and TP agree to protect, indemnify, and save harmless the other and the other’s respective employees,  agents, consultants, and representatives, from and against any and all expenses, damages,  claims, suits, actions, judgments, and costs whatsoever, including attorney’s fees, arising   out of, or in any way connected with, any claim or action, including but not limited to,  personal injury, property damage, or death resulting from any act or omission pertaining to the obligations of either the Company or TP in regard to this Agreement.  

7.  Assignment.  Neither party to this Agreement shall be able to assign and/or sublicense any or all of its respective rights and obligations herein without prior written consent of the other, an authorized assignee being subject to all the rights and obligations noted in  this Agreement.  Notwithstanding the previous sentence, however, and as noted in  Paragraph Three (3) herein, TP shall have the exclusive authority to designate a third     party as the recipient of the consideration it receives per this Agreement. 

8.  Notice.  All notices and other communications from either party to the other hereunder             shall be given in writing at the respective address of the Company and TP as provided in  this Paragraph Eight (8), unless either party at any time or times designates another address for itself by notifying the other party thereof by express mail courier, in which case all notices to such party shall thereafter be given at its most recently so designated address.  Notice shall be deemed satisfied and effective on (a) the date of receipt when sent by express commercial courier, or (b) on the day of sending by facsimile machine if sent to the hereinafter noted facsimile numbers (or provided successor) and transmission is confirmed. 

Notice shall be sent to the following addresses: 

To Company:    

To TP:           

9.  Waiver.  The failure of TP and/or Company at any time to demand strict performance by the other of any of the terms, covenants or conditions set forth herein,  including the termination provisions of Paragraph Five (5) herein, shall not be construed as a continuing waiver of relinquishment thereof, and either party may, at any time,  demand strict and complete performance by the other of said terms, covenants and               conditions.

10.  Confidentiality.  All provisions of this Agreement shall be kept strictly confidential and not be released by either TP or Company for public knowledge, whether directly   or indirectly, unless to either party’s legal representative or as required by law. 

11.  Governing Law; Jurisdiction.  The interpretation, construction, validity and  performance of this Agreement shall be governed in all respects in accordance with the laws of ______. The parties hereto agree to submit to the exclusive jurisdiction of the courts of  ______.

12. ______Approval.  Notwithstanding any other provisions of this Agreement, the rights of the Company to promote its Mark as noted in this Agreement shall be subject to the rules and regulations of the _____, the relevant broadcasting authorities and the advertising standards and laws of the country of _______.

            13.  Miscellaneous.  

    A.  Except as otherwise provided herein, all costs and expenses incurred by both parties in      performing their particular activities shall be borne by said particular party. 

    B.  Nothing in this Agreement shall constitute or shall be constructed as constituting a            partnership or joint venture between Company and TP.

    C.  This Agreement contains the full and complete understanding of the parties hereto,            supersedes all prior agreements and understandings, whether written or oral.  This                  Agreement cannot be modified except by a written instrument signed by each party hereto. 

                  D.  Both Company and TP confirm and covenant that at the time of the signing of this Agreement they are each duly formed entities in existence in compliance with the laws of  their jurisdiction.  

    E. The descriptive headings of the paragraphs of this Agreement are inserted for                     convenience only and do not constitute a part of this Agreement. 

      F.  Provisions contained in the preamble (i.e. “WHEREAS”) shall be given full legal effect. 

    G. This Agreement may be executed in multiple counterparts, all documents to be                  considered one (1) legally binding document. 

     H. The Company shall have the first right to extend the term of this Agreement for the year     2005 if notice of said option exercise is given to TP in writing on or before the last day ____  of the 2004 Event.

Made the date first noted herein. 

            Company:                                                              

           

            ____________________                                          

             By:

            its ________________                                        

                                                        



            TP
           

             ____________________

             By: ______________, , its Director

New Article on Del Duca Sports Blog

Naming Rights Deals: Is Your Product Associated with a Sucky Team?

Sample Poor Contract Language

In class we will break off into 10 groups (approximately 7 students per group) and discuss the interpretation of the following clauses that I have seen in various contracts (each group will be given a clause to interpret and present to the class). Analyze each provision to see if it is definitive. Can it be made clearer?

1. Player will receive a bonus of $50,000 if he is selected to the Pro Bowl.

2. For any Canadian Football League post-season honor received by player, he will be paid a bonus of $75,000.

3. If player plays in 50% or more plays in the NFL season, he will be paid $100,000.

4. In exchange for receiving a fee of $250,000 in 2010, Player is to provide 5 promotional appearances.

5. If player scores 25 points during the NHL season, he will receive $50,000; if he scores 50 points during the NHL season, he will receive $75,000; if player scores 100 points during the NHL season, he will receive $100,000.

6. If driver fails to complete 50 laps in a NASCAR race, he will forfeit a pro-rata portion of his salary for the race.

7. If player in ranked in the top 5 in shooting percentage in the NBA, he shall receive $100,000.

8. If the WTA Essen event is cancelled, the venue rental fee of 1 million shall be returned to the Event promoter.

9. If Player leads the team in yards, he will receive $50,000 and his base salary will increase by $50,000.

10. If it is determined that player has suffered an injury to his shoulder, he will not be paid and will be obligated to return all monies back.

Prohibited Activities - NBA Player Contract

The entire sample NBA player performance contract can be found here. Here's the part that we will discuss in class:

12.OTHER ATHLETIC ACTIVITIES.

The Player and the Team acknowledge and agree that the Player's participation in certain other activities may impair or destroy his ability and skill as a basketball player, and the Player's participation in any game or exhibition of basketball other than at the request of the Team may result in injury to him. Accordingly, the Player agrees that he will not, without the written consent of the Team, engage in any activity that a reasonable person would recognize as involving or exposing the participant to a substantial risk of bodily injury including, but not limited to: (i) sky-diving, hang gliding, snow skiing, rock or mountain climbing (as distinguished from hiking), rappelling, and bungee jumping; (ii) any fighting, boxing, or wrestling; (iii) driving or riding on a motorcycle or moped; (iv) riding in or on any motorized vehicle in any kind of race or racing contest; (v) operating an aircraft of any kind; (vi) engaging in any other activity excluded or prohibited by or under any insurance policy which the Team procures against the injury, illness or disability to or of the Player, or death of the Player, for which the Player has received written notice from the Team prior to the execution of this Contract; or (vii) participating in any game or exhibition of basketball, football, baseball, hockey, lacrosse, or other team sport or competition. If the Player violates this Paragraph 12, he shall be subject to discipline imposed by the Team and/or the Commissioner of the NBA. Nothing contained herein shall be intended to require the Player to obtain the written consent of the Team in order to enable the Player to participate in, as an amateur, the sports of golf, tennis, handball, swimming, hiking, softball, volleyball, and other similar sports that a reasonable person would not recognize as involving or exposing the participant to a substantial risk of bodily injury.

Agent Talk - Your Professor goes retro

Check out this article on Del Duca Sports Blog.

Class of 2/1/10

We will discuss basic of elements of a contract (Text, pgs 111-149) as it relates to sports contracts.
Also...check out the link to the coaching contract of Alabama football coach Nick Saban. We will be looking at this contract, more specifically sections 4, 5 and 8. READ THE CONTRACT BEFORE YOU COME TO CLASS.

For more NCAA coaching contracts, see USA Today at this link and also here.

We will also review sample provisions of player contracts and endorsement agreements. Some information for those issues will be posted in a separate blog post later today.

Standard Representation Agreement for the NFL

The Standard Representation Agreement ("SRA") between a player and an agent ("Contract Advisor") is filed with the NFL Players Association. A sample SRA can be found here (see Appendix D on page 37 of the document). More FAQs about being an NFL agent can be found on the NFL website.

Here's some "words of wisdom" from Auburn University to its athletes about the "Big Bad Agent Man (or Woman)."

The Contract with the Agent
The NFLPA Standard Representation Agreement is standard form contract players' sign with agents. It is a bare bones agreement that authorizes the agent to “represent, advise, counsel, and assist the player in negotiation, execution and enforcement of his playing contract(s) . . .”


What else does it do?
It should specify the services provided by the agent beyond contract negotiation. Agents may ask you to enter into agreements for other types of services: make sure those agreements are rolled into this agreement. Some services you may want handled by someone other than your agent (financial planning and accounting, and estate planning). Other services might be also handled by this agent (endorsements, career and post career counseling, marketing and insurance). It sets the term limit of the agreement: when the agent starts working for you, when he stops. It sets the amount the player compensates the agent (3% of player’s compensations for each season he plays—but you can negotiate a lesser amount). It sets how the player compensates the agent.

􀂃 Fee types:
􀂃 Contingent (percentage)
􀂃 Time
􀂃 Flat
􀂃 Combination

If you settle on the contingent method, do not allow the agent to take the full percentage up front. Fees should be paid on an annual percentage of the player’s earning—and only after he has actually earned the money. It sets the kinds and amounts of expenses for which the player will reimburse the agent (generally “reasonable and necessary” communication and travel expenses incurred “in connection with the negotiation” of the players contract. This is paragraph 6 on the agreement. You should ask your agent to remove this. It should also specify the expenses the agent is willing to pay: Preparation for combine and interviews, for example is something you should ask him to pay for. If on the other hand he promises to arrange combine/interview prepration, make sure you contract is clear on who pays. It may contain an exclusivity clause. This gives the agent the right to a percentage of all the player’s playing contracts and endorsements—even if he’s fired and another agent negotiates the contracts.

As you can see, schools are telling their players to let the rich-guy agent pay for everything -- this is one of the reasons that players who have as much chance as playing in the NFL as Pee-Wee Herman are asking for handouts from agents.

Get Ready for the Pittsburgh Pirates of the NFL ...

In his recent post at the National Football Post, fellow agent Jack Bechta reconfirmed what I have been saying for months now regarding NFL team salaries in the uncapped (2010) year: with no minimum team salary, some clubs are going to use the Pittsburgh Pirate/Florida Marlins model and flood the team roster with first, second and third year players (low base salaries) in exchange for releasing (or to a lesser degree trading) veteran players who are making higher amounts in the terms of base salaries, bonuses and incentives.

Per Bechta: "... some small-market teams will take their player payrolls to as low as $50-$60 million in 2010 from the current minimum floor of $109 million per team."

Remember the minimum salaries for players will still be in effect for the uncapped year. First year players in 2010 will generally make $320,000 and 2nd year players $395,000 -- while the four-to-six year vets will be owed minimum base pay of $630,000 and seven-to-nine year vets $755,000. But like the baseball model, teams in 2010 will not be required to spend a minimum overall team salary. So if I'm an owner in Jacksonville or Tampa or St. Louis -- and my team is going to stink and/or no draw well anyway -- and I have no idea what the new CBA will eventually be like economically -- do I really have much to lose if I cut marginal vets (higher coin to pay) for a bunch of younger guys?

Another way to look at this is that the possibility of teams curtailing their overall payroll with the release of veteran players -- coupled with a lockout year -- could be a boon for a new football league (can you say "UFL?").

Sample NFL Player Performance Contract

THIS CONTRACT is between ________________,hereinafter “Player,” and ____________,a __________corporation (limited partnership) (partnership), hereinafter “Club,” operating under the name of the _____________ as a member of the National Football League, hereinafter “League.” In consideration of the promises made by each to the other, Player and Club agree as follows:

1. TERM. This contract covers __________ football season(s), and will begin on the date of execution or March 1, __________, whichever is later, and end on February 28 or 29, __________, unless extended, terminated, or renewed as specified elsewhere in this contract.

2. EMPLOYMENT AND SERVICES. Club employs Player as a skilled football player. Player accepts such employment. He agrees to give his best efforts and loyalty to the Club, and to conduct himself on and off the field with appropriate recognition of the fact that the success of professional football depends largely on public respect for and approval of those associated with the game. Player will report promptly for and participate fully in Club’s official mandatory minicamp(s), official preseason training camp, all Club meetings and practice sessions, and all preseason, regular season and postseason football games scheduled for or by Club. If invited, Player will practice for and play in any all-star football game sponsored by the League. Player will not participate in any football game not sponsored by the League unless the game is first approved by the League.

3. OTHER ACTIVITIES. Without prior written consent of the Club, Player will not play football or engage in activities related to football otherwise than for Club or engage in any activity other than football which may involve a significant risk of personal injury. Player represents that he has special, exceptional and unique knowledge, skill, ability, and experience as a football player, the loss of which cannot be estimated with any certainty and cannot be fairly or adequately compensated by damages. Player therefore agrees that Club will have the right, in addition to any other right which Club may possess, to enjoin Player by appropriate proceedings from playing football or engaging in football-related activities other than for Club or from engaging in any activity other than football which may involve a significant risk of personal injury.

4. PUBLICITY AND NFLPA GROUP LICENSING PROGRAM.

(a) Player grants to Club and the League, separately and together, the authority to use his name and picture for publicity and the promotion of NFL Football, the League or any of its member clubs in newspapers, magazines, motion pictures, game programs and roster manuals, broadcasts and telecasts, and all other publicity and advertising media, provided such publicity and promotion does not constitute an endorsement by Player of a commercial product. Player will cooperate with the news media, and will participate upon request in reasonable activities to promote the Club and the League. Player and National Football League Players Association, hereinafter “NFLPA,” will not contest the rights of the League and its member clubs to telecast, broadcast, or otherwise transmit NFL Football or the right of NFL Films to produce, sell, market, or distribute football game film footage, except insofar as such broadcast, telecast, or transmission of footage is used in any commercially marketable game or interactive use. The League and its member clubs, and Player and the NFLPA, reserve their respective rights as to the use of such broadcasts, telecasts or transmissions of footage in such games or interactive uses, which shall be unaffected by this subparagraph.

(b) Player hereby assigns to the NFLPA and its licensing affiliates,

if any, the exclusive right to use and to grant to persons, firms, or corporations (collectively “licensees”) the right to use his name, signature facsimile, voice, picture, photograph, likeness, and/or biographical information (collectively “image”) in group licensing programs. Group licensing programs are defined as those licensing programs in which a licensee utilizes a total of six (6) or more NFL player images on or in conjunction with products (including, but not limited to, trading cards, clothing, videogames, computer games, collectibles, internet sites, fantasy games, etc.) that are sold at retail or used as promotional or premium items. Player retains the right to grant permission to a licensee to utilize his image if that licensee is not concurrently utilizing the images of five (5) or more other NFL players on products that are sold at retail or are used as promotional or premium items. If Player’s inclusion in a particular NFLPA program is precluded by an individual exclusive endorsement agreement, and Player provides the NFLPA with timely written notice of that preclusion, the NFLPA will exclude Player from that particular program. In consideration for this assignment of rights, the NFLPA will use the revenues it receives from group licensing programs to support the objectives as set forth in the Bylaws of the NFLPA. The NFLPA will use its best efforts to promote the use of NFL player images in group licensing programs, to provide group licensing opportunities to all NFL players, and to ensure that no entity utilizes the group licensing rights granted to the NFLPA without first obtaining a license from the NFLPA. This paragraph shall be construed under New York law without reference to conflicts of law principles. The assignment in this paragraph shall expire on December 31 of the later of (a) the third year following the execution of this contract, or (b) the year in which this contract expires. Neither Club nor the League is a party to the terms of this paragraph, which is included herein solely for the administrative convenience and benefit of Player and the NFLPA. The terms of this subparagraph apply unless, at the time of execution of this contract, Player indicates by striking out this subparagraph (b) and marking his initials adjacent to the stricken language his intention to not participate in the NFLPA Group Licensing Program. Nothing in this subparagraph shall be construed to supersede or any way broaden, expand, detract from, or otherwise alter in any way whatsoever, the rights of NFL Properties, Inc. as permitted under Article V (Union Security), Section 4 of the 1993 Collective Bargaining Agreement (“CBA”).

5. COMPENSATION. For performance of Player’s services and all other promises of Player, Club will pay Player a yearly salary as follows:

$__________________________for the 20_____season;

$__________________________for the 20_____season;

$__________________________for the 20_____season;

$__________________________for the 20_____season;

$__________________________for the 20_____season.

In addition, Club will pay Player such earned performance bonuses as may be called for in this contract; Player’s necessary traveling expenses from his residence to training camp; Player’s reasonable board and lodging expenses during preseason training and in connection with playing preseason, regular season, and postseason football games outside Club’s home city; Player’s necessary traveling expenses to and from preseason, regular season, and postseason football games outside Club’s home city; Player’s necessary traveling expenses to his residence if this contract is terminated by Club; and such additional compensation, benefits and reimbursement of expenses as may be called for in any collective bargaining agreement in existence during the term of this contract. (For purposes of this contract, a collective bargaining agreement will be deemed to be “in existence” during its stated term or during any period for which the parties to that agreement agree to extend it.)

6. PAYMENT. Unless this contract or any collective bargaining agreement in existence during the term of this contract specifically provides otherwise, Player will be paid 100% of his yearly salary under this contract in equal weekly or biweekly installments over the course of the applicable regular season period, commencing with the first regular season game played by Club in each season. Unless this contract specifically provides otherwise, if this contract is executed or Player is activated after the beginning of the regular season, the yearly salary payable to Player will be reduced proportionately and Player will be paid the weekly or biweekly portions of his yearly salary becoming due and payable after he is activated. Unless this contract specifically provides otherwise, if this contract is terminated after the beginning of the regular season, the yearly salary payable to Player will be reduced proportionately and Player will be paid the weekly or bi weekly portions of his yearly salary having become due and payable up to the time of termination.

7. DEDUCTIONS. Any advance made to Player will be repaid to Club, and any properly levied Club fine or Commissioner fine against Player will be paid, in cash on demand or by means of deductions from payments coming due to the Player under this contract, the amount of such deductions to be determined by Club unless this contract or any collective bargaining agreement in existence during the term of this contract specifically provides otherwise. physical condition. Player will undergo a complete physical examination by the Club physician upon Club request, during which physical examination Player agrees to make full and complete disclosure of any physical or mental condition known to him which might impair his performance under this contract and to respond fully and in good faith when questioned by the Club physician about such condition. If Player fails to establish or maintain his excellent physical condition to the satisfaction of the Club physician, or make the required full and complete disclosure and good faith responses to the Club physician, then Club may terminate this contract.

9. INJURY. Unless this contract specifically provides otherwise, if Player is injured in the performance of his services under this contract and promptly reports such injury to the Club physician or trainer, then Player will receive such medical and hospital care during the term of this contract as the Club physician may deem necessary, and will continue to receive his yearly salary for so long, during the season of injury only and for no subsequent period covered by this contract, as Player is physically unable to perform the services required of him by this contract because of such injury. If Player’s injury in the performance of his services under this contract results in his death, the unpaid balance of his yearly salary for the season of injury will be paid to his stated beneficiary, or in the absence of a stated beneficiary, to his estate.

10. WORKERS’ COMPENSATION. Any compensation paid to Player under this contract or under any collective bargaining agreement in existence during the term of this contract for a period during which he is entitled to workers’ compensation benefits by reason of temporary total, permanent total, temporary partial, or permanent partial disability will be deemed an advance payment of workers’ compensation benefits due Player, and Club will be entitled to be reimbursed the amount of such payment out of any award of workers’ compensation.

11. SKILL, PERFORMANCE AND CONDUCT. Player understands that he is competing with other players for a position on Club’s roster within the applicable player limits. If at any time, in the sole judgment of Club, Player’s skill or performance has been unsatisfactory as compared with that of other players competing for positions on Club’s roster, or if Player has engaged in personal conduct reasonably judged by Club to adversely affect or reflect on Club, then Club may terminate this contract. In addition, during the period any salary cap is legally in effect, this contract may be terminated if, in Club’s opinion, Player is anticipated to make less of a contribution to Club’s ability to compete on the playing field than another player or players whom Club intends to sign or attempts to sign, or another player or players who is or are already on Club’s roster, and for whom Club needs room.

12. TERMINATION. The rights of termination set forth in this contract will be in addition to any other rights of termination allowed either party by law. Termination will be effective upon the giving of written notice, except that Player’s death, other than as a result of injury incurred in the performance of his services under this contract, will automatically terminate this contract. If this contract is terminated by Club and either Player or Club so requests, Player will promptly undergo a complete physical examination by the Club physician.

13. INJURY GRIEVANCE. Unless a collective bargaining agreement in existence at the time of termination of this contract by Club provides otherwise, the following injury grievance procedure will apply: If Player believes that at the time of termination of this contract by Club he was physically unable to perform the services required of him by this contract because of an injury incurred in the performance of his services under this contract, Player may, within 60 days after examination by the Club physician, submit at his own expense to examination by a physician of his choice. If the opinion of Player’s physician with respect to his physical ability to perform the services required of him by this contract is contrary to that of the Club’s physician, the dispute will be submitted within a reasonable time to final and binding arbitration by an arbitrator selected by Club and Player or, if they are unable to agree, one selected in accordance with the procedures of the American Arbitration Association on application by either party.

14. RULES. Player will comply with and be bound by all reasonable Club rules and regulations in effect during the term of this contract which are not inconsistent with the provisions of this contract or of any collective bargaining agreement in existence during the term of this contract. Player’s attention is also called to the fact that the League functions with certain rules and procedures expressive of its operation as a joint venture among its member clubs and that these rules and practices may affect Player’s relationship to the League and its member clubs independently of the provisions of this contract.

15. INTEGRITY OF GAME. Player recognizes the detriment to the League and professional football that would result from impairment of public confidence in the honest and orderly conduct of NFL games or the integrity and good character of NFL players. Player therefore acknowledges his awareness that if he accepts a bribe or agrees to throw or fix an NFL game; fails to promptly report a bribe offer or an attempt to throw or fix an NFL game; bets on an NFL game; knowingly associates with gamblers or gambling activity; uses or provides other players with stimulants or other drugs for the purpose of attempting to enhance on-field performance; or is guilty of any other form of conduct reasonably judged by the League Commissioner to be detrimental to the League or professional football, the Commissioner will have the right, but only after giving Player the opportunity for a hearing at which he may be represented by counsel of his choice, to fine Player in a reasonable amount; to suspend Player for a period certain or indefinitely; and/or to terminate this contract.

16. EXTENSION. Unless this contract specifically provides otherwise, if Player becomes a member of the Armed Forces of the United States or any other country, or retires from professional football as an active player, or otherwise fails or refuses to perform his services under this contract, then this contract will be tolled between the date of Player’s induction into the Armed Forces, or his retirement, or his failure or refusal to perform, and the later date of his return to professional football. During the period this contract is tolled, Player will not be entitled to any compensation or benefits. On Player’s return to professional football, the term of this contract will be extended for a period of time equal to the number of seasons (to the nearest multiple of one) remaining at the time the contract was tolled. The right of renewal, if any, contained in this contract will remain in effect until the end of any such extended term.

17. ASSIGNMENT. Unless this contract specifically provides otherwise, Club may assign this contract and Player’s services under this contract to any successor to Club’s franchise or to any other Club in the League. Player will report to the assignee Club promptly upon being informed of the assignment of his contract and will faithfully perform his services under this contract. The assignee club will pay Player’s necessary traveling expenses in reporting to it and will faithfully perform this contract with Player.

18. FILING. This contract will be valid and binding upon Player and Club immediately upon execution. A copy of this contract, including any attachment to it, will be filed by Club with the League Commissioner within 10 days after execution. The Commissioner will have the right to disapprove this contract on reasonable grounds, including but not limited to an attempt by the parties to abridge or impair the rights of any other club, uncertainty or incompleteness in expression of the parties’ respective rights and obligations, or conflict between the terms of this contract and any collective bargaining agreement then in existence. Approval will be automatic unless, within 10 days after receipt of this contract in his office, the Commissioner notifies the parties either of disapproval or of extension of this 10-day period for purposes of investigation or clarification pending his decision. On the receipt of notice of disapproval and termination, both parties will be relieved of their respective rights and obligations under this contract.

19. DISPUTES. During the term of any collective bargaining agreement, any dispute between Player and Club involving the interpretation or application of any provision of this contract will be submitted to final and binding arbitration in accordance with the procedure called for in any collective bargaining agreement in existence at the time the event giving rise to any such dispute occurs.

20. NOTICE. Any notice, request, approval or consent under this contract will be sufficiently given if in writing and delivered in person or mailed (certified or first class) by one party to the other at the address set forth in this contract or to such other address as the recipient may subsequently have furnished in writing to the sender.

21. OTHER AGREEMENTS. This contract, including any attachment to it, sets forth the entire agreement between Player and Club and cannot be modified or supplemented orally. Player and Club represent that no other agreement, oral or written, except as attached to or specifically incorporated in this contract, exists are conflicting provisions in any collective bargaining agreement in existence during the term of this contract, in which case the provisions of the collective bargaining agreement will take precedence over conflicting provisions of this contract relating to the rights or obligations of either party.

22. LAW. This contract is made under and shall be governed by the laws of the State of
________________________________________.
23. WAIVER AND RELEASE. Player waives and releases any claims that he may have arising out of, related to, or asserted in the lawsuit entitled White v. National Football League, including, but not limited to, any such claim regarding past NFL Rules, the College Draft, Plan B, the first refusal/compensation system, the NFL Player Contract, preseason compensation, or any other term or condition of employment, except any claims asserted in Brown v. Pro Football, Inc. This waiver and release also extends to any conduct engaged in pursuant to the Stipulation and Settlement Agreement in White (“Settlement Agreement”) during the express term of that Settlement Agreement or any portion thereof. This waiver and release shall not limit any rights Player may have to performance by the Club under this Contract or Player’s rights as a member of the White class to object to the Settlement Agreement during its review by the court in Minnesota. This waiver and release is subject to Article XIV (NFL Player Contract), Section 3(c) of the CBA.

24. OTHER PROVISIONS.

(a) Each of the undersigned hereby confirms that (i) this contract, renegotiation, extension or amendment sets forth all components of the player’s remuneration for playing professional football (whether such compensation is being furnished directly by the Club or by a related or affiliated entity); and (ii) there are not undisclosed agreements of any kind, whether express or implied, oral or written, and there are no promises, undertakings, representations, commitments, inducements, assurances of intent, or understandings of any kind that have not been disclosed to the NFL involving consideration of any kind to be paid, furnished or made available to Player or any entity or person owned or controlled by, affiliated with, or related to Player, either during the term of this contract or thereafter. (b) Each of the undersigned further confirms that, except insofar as any of the undersigned may describe in an addendum to this contract, to the best of their knowledge, no conduct in violation of the Anti-Collusion rules of the Settlement Agreement took place with respect to this contract. Each of the undersigned further confirms that nothing in this contract is designed or intended to defeat or circumvent any provisions of the Settlement Agreement, including but not limited to the Rookie Pool and Salary Cap provisions; however, any conduct permitted by the CBA and/or the Settlement Agreement shall not be considered a violation of this confirmation. (c) The Club further confirms that any information regarding the negotiation of this contract that it provided to the Neutral Verifier was, at the time the information was provided, true and correct in all material respects.

25. SPECIAL PROVISIONS.

THIS CONTRACT is executed in six (6) copies. Player acknowledges that before signing this contract he was given the opportunity to seek advice from or be represented by persons of his own selection.

___________________________ ___________________________
PLAYER                                         CLUB
__________________________ ___________________________
Date                                              Date

___________________________
PLAYER’S CERTIFIED AGENT

___________________
Date

Prohibited Conduct of NFL Agents

NFL agents ("Contract Advisors") are governed by NFL Players Association regulations. The following are some of the more relevant provisions.

"(1) Representing any player in individual contract negotiations with any Club unless he/she (i) is an NFLPA Certified Contract Advisor; (ii) has signed the Standard Representation Agreement with such player; and (iii) has filed a copy of the Standard Representation Agreement with the NFLPA along with any other contract(s) or agreement(s) between the player and the Contract Advisor;

(2) Providing or offering money or any other thing of value to any player or prospective player to induce or encourage that player to utilize his/her services;

(3) Providing or offering money or any other thing of value to a member of the player’s or prospective player’s family or any other person for the purpose of inducing or encouraging that person to recommend the services of the Contract Advisor;

(4) Providing materially false or misleading information to any player or prospective player in the context of recruiting the player as a client or in the course of representing that player as his Contract Advisor; ...

(21) (a) Initiating any communication, directly or indirectly, with a player who has entered
into a Standard Representation Agreement with another Contract Advisor and such Standard Representation Agreement is on file with the NFLPA if the communication concerns a matter relating to the:
(i) Player’s current Contract Advisor; (ii) Player’s current Standard Representation Agreement;
(iii) Player’s contract status with any NFL Club(s); or (iv) Services to be provided by prospective Contract Advisor either through a Standard Representation Agreement or otherwise.
(b) If a player, already a party to a Standard Representation Agreement, initiates communication
with a Contract Advisor relating to any of the subject matters listed in Section 3(B)(21)(a) the Contract Advisor may continue communications with the Player regarding any of those matters.
(c) Section 3(B)(21) shall not apply to any player who has less than sixty (60) days remaining
before his NFL Player Contract expires, and he has not yet signed a new Standard
Representation Agreement with a Contract Advisor within the sixty (60) day period.
(d) Section 3(B)(21) shall not prohibit a Contract Advisor from sending a player written
materials which may be reasonably interpreted as advertising directed at players in
general and not targeted at a specific player."
 
A sample player-agent representation agreement can be found in Appendix D of the NFLPA Contract Advisor regulations.