Sponsorship contract between IMG Artists and Microsoft Xbox 360TM
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IMG ARTISTS (UK) LIMITED
The Light Box
111 Power Road
London W4 5PY
8 October 2010
Microsoft Limited
Thames Valley Park
Reading
RG6 1WG
Dear XXX
XBOX TITLE SPONSORSHIP
VIDEO GAMES LIVE AT THE ROYAL FESTIVAL HALL – 22 OCTOBER 2010
The purpose of this letter agreement (the “Agreement”) is to formally agree the arrangements made between IMG Artists (UK) Limited (“IMG Artists”) and Microsoft Limited (“the Company”) pursuant to which IMG Artists has agreed to provide the Company with certain sponsorship, advertising and promotional opportunities in connection with the “Video Games Live” event taking place at the Royal Festival Hall on 22 October 2010 as part of the London Games Festival (the “Performance”), which will commence at 7.30 pm (with the pre-performance festival commencing at 5.30 pm).
The parties hereby agree to the terms of this Agreement as follows:-
1.Sponsorship Benefits (the “Benefits”)
1.1Xbox 360 ™ shall be the Title Sponsor of the Performance in accordance with the provisions of Schedule 1 of this Agreement (the “Title Sponsor”).
1.2The Company will receive the benefits set out in Schedule 1 of this Agreement in connection with the Performance.
2.Consideration
2.1In consideration of the Benefits, the Company agrees to pay to IMG Artists the sum of £15,000 (fifteen thousand pounds sterling) which shall be paid in full within 30 days from the date of receipt of a valid invoice from IMG Artists. Payment shall be made to such account as IMG Artists shall notify.
2.2In further consideration of the Benefits the Company shall provide the support and benefits set out in Schedule 2 to IMG Artists.
3.General
3.1All publicity organised by the Company in relation to its association with the Performance shall be subject to IMG Artists’ prior written approval.
3.2The Company acknowledges and accepts that IMG Artists is engaged in other merchandising, promotional, advertising and sponsorship activities in relation to the Performance and IMG Artists may deal with such rights in relation thereto entirely at its discretion subject to the rights granted to the Company pursuant to this Agreement, provided always that IMG Artists agrees not to promote a competitor platform (specifically Sony PS3 and Nintendo Wii) at the Performance, and that it shall not promote any game title which is likely to compete with Halo 3.
3.3Neither party shall have any liability to the other for failure to perform its respective obligations under this Agreement (including if the Performance is cancelled) due to any cause beyond the control of the parties including without limitation any fire, earthquake, flood, epidemic, accident, explosion, casualty, strike, lock out, riot, civil disturbance, act of public enemy, embargo, the disruption of airline or other travel services, Act of God, act or threat of terrorism, war or armed conflict (whether or not there has been an official declaration of war or official statement as to the existence of a state of war), invasion, occupation or intervention of military forces.
If the Performance is cancelled for a reason set out in this Clause the parties will discuss in good faith the amount (if any) by which the benefits set out in Schedule 1 should be reduced.
3.4This Agreement shall not create any partnership between the parties. Neither party shall be entitled to represent or hold itself out in any way as acting on the other party’s behalf.
3.5Both parties agree to keep the terms of this Agreement strictly confidential at all times (except to their respective professional advisors or as required by law).
3.6Where any approval is required to be given by either party under this Agreement, that approval shall not be unreasonably withheld or delayed.
3.7This Agreement contains the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements whether written or oral between the parties with respect thereto. This Agreement may only be amended in writing signed by both parties.
3.8This Agreement is governed by English law and the parties hereby submit to the non-exclusive jurisdiction of the English courts in connection herewith.
Kindly confirm your agreement to the terms set out in this Agreement by signing where indicated below.
Yours faithfully
______
For and on behalf of
IMG ARTISTS (UK) LIMITED
Name:
Title:
______
For and on behalf of
MICROSOFT LIMITED
Name:
Title:
SCHEDULE 1
SPONSORSHIP BENEFITS
1.Pre-Concert Credits and Branding
1.1Xbox 360™ shall be credited as the Title Sponsor, and Halo 3 images (to be provided by the Company) shall be included, on all posters and flyers promoting the Performance produced by or on behalf of IMG Artists after signature of this Agreement.
1.2IMG Artists will include the Xbox 360 Title Sponsor accreditation wherever appropriate in the online promotional campaign relating to the Performance.
1.3Xbox 360’s Title Sponsorship of the Performance shall be mentioned in the press release launching the Performance, which the Company shall have the right to approve.
1.4IMG Artists will use all reasonable endeavours to ensure Xbox 360 and Halo 3 are mentioned in any interviews relating to the Performance.
1.5IMG Artists will use all reasonable endeavours to ensure that the Company’s logo is included in Festival Hall and South Bank listings including references to the Performances where possible and appropriate.
1.6IMG Artists will endeavour to arrange interviews with the Company’s guest at the Performance, Marty O’Donnell, in any national or broadcast features relating to the Performance.
1.7IMG Artists shall include Halo 3 footage supplied by the Company as a focus in any online viral campaign promoting the Performance.
1.8IMG Artists shall award the eight Halo 3 games referred to in Schedule 2 paragraph 1 as part of competition prizes in eight separate competitions organised by IMG Artists promoting the Performance.
1.9IMG Artists shall procure wherever possible that Halo 3 questions and content are included in media partner promotions and competitions relating to the Performance.
1.10IMG Artists shall procure that Halo 3 content is included on Video Games Live social media groups.
1.11IMG Artists shall include Halo 3 audio content (to be provided by the Company) on any podcasts or pre-recorded tracks made available as promotion for the Performance (subject to the clearance of the necessary rights by the Company).
1.12IMG Artists shall use all reasonable endeavours to ensure that Halo 3 is featured in marketing collateral and PR stories on the London Games Festival, which shall be subject to the Company’s approval.
1.13If required by the Company IMG Artists shall use all reasonable endeavours to ensure Halo 3 content is featured in retail partner activity relating to the Performance.
1.14The Company shall be entitled to refer to its association with the Performance in its own publicity materials, subject to clause 3.1 of the Agreement.
2.On-Site Opportunities
2.1The Company will have the opportunity to set up an Xbox 360 area within the South Bank Centre on the day of the Performance as part of the pre-Performance festival where Xbox’s, and games including Halo 3, can be trialled by members of the public. The Company shall be entitled to run competitions from such area. The exact form, size and positioning shall be subject to agreement with IMG Artists and the Royal Festival Hall. All associated costs, including staffing, shall be borne by the Company.
The Company will obtain at its cost all necessary licences or permits required by it in connection with this Xbox trial area. The Company shall comply with all relevant health and safety regulations in connection with the Xbox trial area. The Company shall arrange at its cost all necessary insurance in connection with the Xbox trial area with a reputable insurer to cover all risks in respect of its liability towards employees, the public and their property The Company will provide copies of the relevant insurance policies to IMG Artists on request. The Company will be responsible for securing and insuring all property equipment supplied by it.
2.2IMG Artists shall arrange for a competition prize-winner to be awarded their prize during the Performance. The prize shall be one (1) Xbox 360 provided by the Company in accordance with paragraph 1 of Schedule 2.
SCHEDULE 2
SUPPORT AND BENEFITS TO BE PROVIDED BY THE COMPANY
1.The Company will provide to IMG Artists (free of charge) eight Xbox 360 Pros, eight copies of Halo 3 (standard edition), 1 one year subscription to an Xbox Live package, one Xbox 360 Elite with 120 GB card and one special edition halo 3 Xbox 360 console, helmet and game for use in competitions relating to the Performance, which shall be supplied on receipt of a list of participating media.
2.The Company will provide the following promotional support in relation to the Performance:
(i)reference to the Performance on the homepage of the Xbox website whenever possible between the date of signature of this Agreement and the date of the Performance;
(ii)a dedicated page on the Xbox website relating to the Performance (exact form and content to be subject to the approval of IMG Artists);
(iii)a link from the Xbox website to the on-line box office;
(iv)an email relating to the Performance to be sent to recipients of the Xbox newsletter, (exact content to be subject to the approval of IMG Artists);
(v)the inclusion of a clip from the Video Games Live video on the Xbox LIVE arcade in October 2010;
(vi)pre-promotion of the Performance on the Xbox LIVE blade (exact details to be subject to the approval of IMG Artists);
(vii)other PR activity and support including a games industry news release from the Company to announce its association with the Performance (exact content to be subject to the approval of IMG Artists).
6. Flyer (front)
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