LaLiga Ultimate Xpert - Terms & Conditions

FRAMEWORK AGREEMENT “LALIGA`S ULTIMATE XPERT 2020/2021”

Between

LIGA NACIONAL DE FÚTBOL PROFESIONAL

And

BROADCASTER

This Agreement is made as of the [*] (“Effective Date”),

BY AND BETWEEN

1. LIGA NACIONAL DE FÚTBOL PROFESIONAL (hereinafter referred to as “LaLiga”), entity with Spanish nationality, with registered office c/ Torrelaguna 60, 28043 Madrid, with Tax Identification Number G-78069762, represented by its authorized representative Mr. Melcior Soler Sala, by virtue of the power vested in him by his status as Audiovisual Area Director.
2. [*] (hereinafter referred to as “Broadcaster”), company of [*], with registered office at [*] with Tax Identification Number [*], represented its authorized representative [*] by virtue of the power vested in [*] by his status as [*].
3. Scope of the Agreement
   1. By virtue of this Agreement, the Parties agree the main terms that may govern the relationship of LaLiga and the Broadcaster in relation to “LaLiga´s Ultimate Xpert” competition in the Territory and in relation to the promotion of the contest in order to promote the broadcast of the Competition by the Broadcaster as well as to increase the visibility of both the Broadcaster and the Competition in the Territory.
4. Each Party shall respect and preserve, at any time, the good name and reputation of the other Party.
5. Obligations of LaLiga
   1. LaLiga will provide the Broadcaster with a replica of the Competition trophy (in the event it was not provided on preceding seasons), a variety of the Competition’s club t-shirts, LaLiga Puma balls and extra kits with merchandise of LaLiga. This material must be used by the Broadcaster to further promotions of the Competition in its channel. Additionally, LaLiga will provide weekly club jerseys and Puma balls as described in full detail in 2.5 (d).
6. LaLiga will share with each Broadcaster the selected twenty (20) matchdays to carry out the twenty different Contests of LaLiga’s Ultimate Xpert.
7. LaLiga shall send the Broadcaster the brand toolkit and communication materials for the Campaign development. Any creative or key-visual material designed for the promotion of the Contest shall be submitted to LaLiga for its prior approval.
8. LaLiga shall promote in its web and social networks content about the Contest publishing posts and reposting, tagging or mentioning the publications or videos shared by the Broadcaster for that purpose.
9. LaLiga shall broadcast the LaLiga’s Ultimate Xpert’s questions on LaLiga World and additional highlights of the Broadcasters’ campaigns on additional LaLiga TV programs, such as Viva LaLiga or LaLiga ZAP.
10. LaLiga hereby grants a license to, and authorizes the Broadcaster to use all related intellectual property rights and trademarks affiliated with it in the course of exploiting the rights and/or performing the obligations under this Agreement without any liability, and with the previous written approval of LaLiga for each use (not to be unreasonably withheld) under the preceding Article 2.3.
11. LaLiga shall be responsible to provide:
    • Artworks with merchandise kits and the “seven players” collectivity, , the official brand manual of LaLiga’s Ultimate Xpert’s and templates to be filled in with the information of the Broadcaster’s campaign.
12. Audiovisual materials: the promotional spot, different messages starred by LaLiga Santander players and twenty (20) videos with LaLiga´s Ultimate Xpert’s questions of each one of the twenty (20) clubs of LaLiga Santander.
13. Twenty LaLiga´s merchandise kits for the twenty (20) winners of the Contest developed around the twenty (20) selected matchdays. Each prize will consist of one LaLiga Puma ball and one club jersey (from the team selected by the Broadcaster’s winner), with an estimated economic value of €10.30 and € 35.00 euros, respectively. A total of €45.30 per prize.
14. Final report with the digital results and scope of the Contest.
15. In the last matchday of the Competition (38) LaLiga shall offer the Broadcaster the possibility of selecting a final winner, among all the previous twenty winners of the Contest. This subscriber will have the opportunity to attend the LaLiga Experience’s trip in Spain once sanitary conditions allow to stage LaLiga Experience. with one companion and a journalist of the channel. This prize will be fully described on a separate Addendum to this Agreement, at the time LaLiga Experience is confirmed.
16. Obligations of the Broadcaster
    1. The Broadcaster shall run weekly promotions of the Contest, corresponding with the twenty (20) selected matchdays and around the games of LaLiga broadcasted during those weekends.
17. The Broadcaster shall communicate the videos of LaLiga´s Ultimate Xpert’s questions in its TV programs and/or on its digital platforms (website, social networks or further media).
18. The Broadcaster shall introduce the hashtag #LaLigaUltimateXpert and mention (when possible) @LaLiga in its communications during the Campaign.
19. The Broadcaster shall determine the mechanism to select the winners of each one of the twenty (20) Contests and ensure that the winners are of legal age.
20. The Broadcaster shall be the only Party responsible for any legal and tax aspect related to the relationship of the Broadcaster and each Contest winner.
21. The Broadcaster shall follow LaLiga´s Ultimate Xpert’s trademark and share with LaLiga the key visuals and videos for prior approval of LaLiga.
22. The Broadcaster shall generate as much content as possible around the Contest as follows:
23. providing TV coverage of the Contest in its sports programs, programs related to the Competition, etc. Not mandatory for OTT.
24. mentioning and communicating the Contest on its digital platforms.
    1. The Broadcaster shall complete the media plan and the results template sent by LaLiga sharing relevant information of its Contests: number of participants, published posts, reach and engagement, as well as the airings, fragments of the programs and minutes of visibility on its TV shows.
25. Obligations of the Broadcaster to ensure participants` commitment on the Contest:
26. The Broadcaster undertakes that participants shall use the official hashtag #LaLigaUltimateXpert in other to participate in the Contest.
27. The Broadcaster acknowledges and agrees that no racist, xenophobic or sexist comments are allowed for use by the winners.
28. The Broadcaster acknowledges and agrees that no content that is disrespectful or offensive to teams, players and representatives of the Clubs is allowed to be used by the winners. Broadcaster is responsible for winners to respect the image of the Competition, Clubs and players.
29. The Broadcaster acknowledges and agrees that political topics or inclinations are not permitted nor commented in the accounts of LaLiga by winners.
30. Term
    1. This Agreement shall enter into force on date hereof and shall continue, unless earlier terminated in accordance with Clause 7, until the Campaign comes to an end.
31. Termination
    1. Without affecting any other right or remedy available to it, any Party may terminate this Agreement in respect to a defaulting Party with immediate effect by giving written notice to the defaulting Party if:
       • Any Party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) business days after being notified in writing to do so; or
    2. Any Party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement.
    3. Effect on Termination
       1. On expiry or termination of this Agreement for any reason and subject to any express provisions set out elsewhere in this Agreement, the Parties shall return promptly to the other Party all records and copies of promotional material in its possession, and any information of a confidential nature communicated to it by them, either preparatory to, or as a result of this Agreement to the extent such material remains confidential.
    4. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.
    5. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement, which existed at or before the date of termination or expiry.
    6. Confidentiality
       1. Each Party undertakes that it shall not at any time disclose to any person any confidential information concerning, including but not limited to the business, affairs, customers, clients or technical informationof the other Party.
    7. Each Party may disclose the other Party's confidential information:
       • to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Party's obligations under this Agreement. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Party's confidential information comply with this Clause 9; and
    8. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    9. No Party shall use any other Party's confidential information for any purpose other than to perform its obligations under this Agreement.
    10. Personal data protection
        1. Each Party shall comply with their respective obligations under the applicable data protection laws in respect of any personal data held or processed by them as a result of or pursuant to this Agreement.
    11. Accordingly, the Broadcaster shall transfer personal data to LaLiga complying with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) and LaLiga shall process personal data transferred by the Broadcaster for the only purpose to perform its obligations under this Agreement.
    12. Tax and fiscal obligations
        1. Any tax and fiscal obligations arising out of the relation established hereunder shall be performed by each Party pursuant to the applicable laws and regulations in force from time to time.
    13. Intellectual Property
        1. LaLiga hereby authorises the Broadcaster for the Term and subject to the terms and conditions herein, on a non-exclusive, non-transferable, revocable basis the use of LaLiga Intellectual Property in connection with the undertakings stipulated in Clause 2, 3 and 4 and the promotion of the Competition in the Event, all in accordance with the terms and conditions of this Agreement and the LaLiga Brand Guidelines under Attachment I.
    14. The Broadcaster acknowledges that, except as provided by law, no further remuneration or compensation other than that provided for in this Agreement is or may become due to winners in respect of the performance of its obligations under this Agreement.
    15. Notifications
        1. All the notifications between the Parties shall be made in written and to the addresses indicated in this Agreement.
    16. Severability
        1. The invalidity of one or more provisions of this Agreement shall not affect the remaining provisions of this Agreement. In the case that one or more provisions are deemed invalid or work in a way that makes this Agreement or any other instrument or agreement to be deemed invalid, the current agreement and the aforementioned agreements and instruments shall be interpreted as if such invalid provisions were never included in this Agreement.
    17. Variation
        1. No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
    18. Third Party Rights
        1. No one other than a Party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
    19. Criminal Liability
    20. Liability, Indemnification
        1. The Broadcaster will indemnify, defend, or at its option settle and hold LaLiga harmless from any and all actual claims, damages, losses, liabilities, actions, judgments, costs, and expenses (including reasonable attorney ‘fees) in connection with (i) the infringement or alleged infringement of any third party right by the Broadcaster; or (ii) The Broadcaster’s breach of its undertakings and obligations set forth in Clause 4.
    21. LaLiga will indemnify, defend, or at its option settle and hold Broadcaster, harmless from any and all claims, damages, losses, liabilities, actions, judgments, costs, and expenses (including reasonable attorneys’ fees) brought by a third party arising out of or in connection with (i) the infringement or alleged infringement of any third party right by LaLiga; (ii) LaLiga’s breach of its undertakings and obligations set forth in Clause 2.
    22. Force Majeure
    23. If and to the extent an Event of Force Majeure occurs, the Parties shall respectively be released from their mutual obligations under this Agreement. The Party encountering an Event of Force Majeure shall inform the other Party immediately of such Event of Force Majeure.
    24. The Party claiming to be prevented or delayed in the performance of any of its obligations under this Agreement by reason of an Event of Force Majeure shall use all reasonable endeavours to bring the Event of Force Majeure to a close or to find a solution by which the Agreement may be performed despite the continuance of the Event of Force Majeure.
    25. Jurisdiction
        1. The Courts and Tribunals of Madrid are to be competent to solve any disputes which may arise between the Parties regarding this Agreement.
    26. Applicable Law

All terms beginning with capital letters are considered defined terms and will have the meaning ascribed to this Agreement.

Hereinafter, LaLiga and Broadcaster will be individually referred to as the “Party”, and collectively as the “Parties”.

Each of the representatives of the Parties hereby represents (i) that each of the Parties has full capacity to enter into and comply with this Agreement, (ii) that he has sufficient authority to execute this Agreement on behalf of that Party, and (iii) that this Agreement constitutes a valid and enforceable obligation to each of the Parties, having all the Parties the legal capacity to enter into agreements and to be legally bounded.

RECITALS

Whereas LaLiga is a private law sports association composed of football clubs, duly organized and validly existing under the laws of Spain, which is solely and obligatorily comprised of all the sports corporations and clubs that take part in official nation-wide professional football competitions.

LaLiga is the exclusive marketer of the media rights (“Media Rights”) for any matches that may be played between each and every one of the football clubs belonging now or hereafter to LaLiga in the Spanish First Division, Second Division A league competitions or such competitions as may replace them.

Whereas the Broadcaster has the Media Rights to transmit the matches of the First division (LaLiga Santander) of the Spanish Football League (the “Competition”) in [*] (the “Territory”).

Whereas, to enhance the exploitation and marketing of the Media Rights and their economic profitability, the Broadcaster in cooperation with LaLiga intend to develop a communication campaign to increase the number of potential subscribers and promote its broadcast and awareness of the Spanish Competition in the Territory. In this sense, LaLiga, as the marketer of the Media Rights and as the promoter of the “LaLiga Ultimate Xpert” (the “Contest”), has invited the Broadcaster, as a LaLiga´s rights-holder, to make use of this promotional activity among its subscribers.

For that purpose, based on the abovementioned premises, the Parties agree to enter into this framework agreement (the “Agreement”) in accordance with the following terms and conditions:

CLAUSES

3.9 The Broadcaster shall provide LaLiga all the audiovisual material produced around the Contest, and its TV programs showing it and authorize LaLiga to incorporate some of this footage in all its official platforms, social media accounts and also in the TV programs produced by LaLiga for national and international broadcasters. The purpose of this clause is to obtain the maximum global impact and promotion of the Broadcaster and the Contest.

4.1 Ethical Code:

16.1 Either Party states that its actions in the scope of this Agreement are to be governed at all times by the principles of contractual good faith, subject to the Law as appropriate, to ensure that it does not at any time take part or collaborate in the commission of any actions that could be regarded as a criminal offence under the applicable legal provisions.

16.2 Either Party undertakes to inform the other Party of any behaviour it may be aware of concerning the natural persons dependant on the any organisation and that could be regarded as an offence, according to the provisions under the Criminal Code.

16.3 In the scenarios set out in the paragraph above, the Parties shall co-operate each other insofar as possible with the police and/or court authorities to clarify the criminal liabilities arising out of the facts reported.

16.4 Furthermore, the Parties state that the signing of this Agreement has been completed according to the specific needs of each of the Parties and solely based on the commercial criteria of the above, and that such Agreement has not been signed as a consequence of a promise, offer or concession made by either Party, or an unjustified benefit or advantage of any nature that could benefit the Parties to the Agreement or other third parties in the terms set forth in the Spanish Criminal Code or in international legislation on corruption including, inter alia, the Foreign Corrupt Practices Act (FCPA, 1977) and the UK Bribery ACT (UKBA, 2010).

For the purpose of this Agreement, an ‘Event of Force Majeure’ shall mean any event preventing either Party from performing any or all of its obligations under this Agreement which arises from, or is attributable to, acts, events, omissions or accidents which are beyond the reasonable control of the Party so prevented, including, without limitation, any exceptionally inclement weather, flood, lightening, storm, fire, explosion, earthquake, subsidence, structural damage, epidemic or other natural physical disaster, failure or shortage of power supplies, war, military operations, riot, crowd disorder, strike, lock-outs or other industrial action, terrorist action, satellite failure, civil commotion and any legislation, regulation, ruling or omissions (including failure to grant any necessary permissions for reasons outside the control of either Party) of any relevant government or court, or any relevant or recognized governing body or authority for the sport of football.

If either Party is delayed in, or prevented from, performing any of its obligations under this Agreement by any Event of Force Majeure with respect to the Contest, neither Party shall have the right to terminate this Agreement for cause and neither Party shall have any liability to the other except that rights and liabilities which accrued prior to such Event of Force Majeure shall continue to subsist.

This Agreement shall be governed by and interpreted in accordance with the Spanish law. And, as proof of compliance with all the above, the Parties enter into this Agreement on the date and place specified in its header.