Northwoods League

NWL Highlights Agreement for Online Media


REVOCABLE LIMITED NON-EXCLUSIVE LICENSE AGREEMENT
NORTHWOODS LEAGUE TELEVISION CONTENT
 

This Revocable Limited Non-Exclusive License Agreement (“Agreement”) is entered into by and between , which owns and operates a Website known as (hereinafter referred to as “Licensee”), and Northwoods League, Inc., a Florida corporation with an operating address at 2900 4th Street SW, Rochester, MN 55902 (hereinafter referred to as “Licensor”).

RECITALS

Licensee is the operator of a Website known as (hereinafter “ Website”) providing internet broadcast services throughout the world on the World Wide Web; and

Licensor is engaged in the development and promotion of baseball teams in the Northwoods League (also referred to herein as the “League”), an amateur summer collegiate baseball league operating in Minnesota, Wisconsin, Indiana, Iowa, Michigan, Illinois, North Dakota, and Ontario, Canada, and is the sole and exclusive owner of the names, service marks, logos and commercial symbols using or incorporating the name of the Northwoods League (the “League Service Marks”), and also owns the right to license the names, service marks, logos and commercial symbols of the various League Affiliate Clubs (the “Affiliate Service Marks”) as part of its promotional activities; and

Licensor also creates certain broadcast images and recordings of League baseball games and customized programming (collectively “League Television Content”), and is the sole and exclusive licensor of such League Television Content; and

Licensee wishes to acquire a revocable limited, non-exclusive license for the use of the League Television Content, League Service Marks, and Affiliate Service Marks on the Website for broadcast and internet purposes only during the League season, and agrees to air the League’s Commericlas in exchange for the provision by the League to provide League baseball game highlights from the ballpark(s) situated in Licensee’s broadcast region.

In consideration of the foregoing recitals being incorporated as terms of this Agreement, and the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensor and Licensee agree as follows:

  1. Grant of License. Licensor grants to Licensee, during the term of this Agreement and subject to the terms and conditions contained herein, a revocable limited non-exclusive right and license to broadcast on the Website only the League Television Content, and a revocable limited non-exclusive right and license to utilize the League Service Marks and Affiliate Service Marks to the extent necessary for Licensee’s reasonably related use of the League Television Content pursuant thereto.  Nothing in this Agreement grants Licensee ownership or other rights in or to the League Service Marks, the Affiliate Service Marks, and the League Television Content, for any purpose whatsoever except in accordance and to the extent of this Agreement.  Licensee shall not use the Television Content in any of its other businesses or enterprises whatsoever unless agreed to in writing between the parties.
  1. Term of Agreement. The term of this Agreement shall be from May 15, to September 30, .
  1. League Television Content Production and Broadcast Obligations.

a. Game Footage and Produced Programs by Licensor. Licensor, at its sole cost, shall provide Licensee, via a secure file-sharing platform, access to high-definition (HD) highlights of those individual live League game (“Game Footage”) played by the League Affiliate Club during the term of this Agreement for use by Licensee to broadcast on the Website in accordance with the license granted herein.  Licensor may, in its sole discretion, also provide Licensee five (5) League Commercials which shall be produced by Licensor at its sole cost, and which may be streamed on the Website as determined by Licensee. 

b. Allotted Period for Use of Highlights. Licensee shall only use the Game Footage for a forty-eight (48) hour period after each game from which the Game Footage is taken.  Licensee shall not use any Game Footage or any derivative works therefrom in any manner whatsoever after forty-eight (48) hours from the end of the game where such Game Footage was taken.

c. Banner Advertisement on Website. During the term of this Agreement, Licensee shall, at its sole cost, display a banner advertisement (“Banner”) provided by Licensor on the Website during any streaming of the Television Content. The Banner will include a hyperlink to Licensor’s website.  The content of the Banner shall be determined by Licensor in its sole discretion subject to the reasonable requirements of Licensee, and Licensor will have the opportunity to place different banner advertisements for different streaming broadcasts of the Television Content during the term of this Agreement.

  1. Licensee agrees that its nonexclusive limited right to use the League Service Marks, the Affiliate Service Marks, and the League Television Content is for use during the Northwoods League baseball season only, and to be used only for purposes of broadcast by the Licensee on its Website.
  1. Licensee agrees that any use of the League Service Marks and/or Affiliate Service Marks shall be limited to the uses described herein, or for any promotional activities reasonably related thereto.
  1. Licensee shall not use or give others permission to use the League Service Marks and the Affiliate Marks (or any colorable imitation thereof, alone or combined with any other words or phrases), and/or the Television Content. The League Service Marks and Affiliate Service Marks permitted by this Agreement must be used in exact conformity to the specifications permitted exclusively by Licensor from time to time.
  1. Licensor, its officers, owners, affiliates, employees, and agents, the League Service Marks, the Affiliate Service Marks, and/or League Television Content shall not be used whatsoever in connection with gambling, nudity, athletes using alcohol or illegal drugs, or in any way that would reasonably harm the reputation of the League or its Affiliate Clubs, nor shall the League Television Content be edited in any way to reflect negatively on Licensor or its Affiliate Clubs.
  1. Licensor, in its sole discretion, may terminate this Agreement at any time for any reason whatsoever. Upon termination or expiration of this Agreement for any reason, Licensee shall immediately cease and discontinue the use of the League Service Marks and Affiliate Service Marks (or any names or marks deceptively similar thereto), and League Television Content in connection with its operations, advertising, and promotions.
  1. The undersigned parties each warrant and represent that they are authorized to enter into this Agreement, and that all necessary corporate acts for compliance herewith have been duly authorized. The parties agree to execute such further instruments or documents as may be reasonably required to correct any clerical errors or omissions herein or as may be reasonably required to carry out the transaction as contemplated herein. 
  1. This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous understandings or agreements, written or oral. Except as expressly set forth herein, the parties make no warranties, representations, covenants, or agreements, express or implied. No amendment to or modification of this Agreement will be binding unless in writing and signed by a duly authorized representative of both parties.
  1. Limitation of Liability. THERE IS NO WARRANTY OF MERCHANTABILITY NOR WARRANTY OF FITNESS FOR A PARTICULAR USE, NOR ANY IMPLIED WARRANTY OF ANY KIND, REGARDING THE LEAGUE TELEVISION CONTENT, LEAGUE SERVICE MARKS, AND THE AFFILIATE SERVICE MARKS. IN NO EVENT WILL LICENSOR BE LIABLE TO LICENSEE OR ANY OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, OR CLAIMS ARISING IN TORT (INCLUDING NEGLIGENCE).
  1. Counterparts. This Agreement may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument.  In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a ".pdf" format data file, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original thereof.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly officers as indicated by their signatures below who declare and warrant that he/she is properly authorized to execute this Agreement on behalf of the respective party.

LICENSEE

Company:   

By:   

Title:   

Address:   

LICENSOR

Company: Northwoods League, Inc.

By: Glen Showalter

Title: President, Great Plains Divisions

 

 

 

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Signature Certificate
Document name: NWL Highlights Agreement for Online Media
lock iconUnique Document ID: 627de5e6ae8621d1c4a90a43fdfca07a4e376628
Timestamp Audit
March 25, 2019 10:17 am CDTNWL Highlights Agreement for Online Media Uploaded by Tina Coil - tina@northwoodsleague.com IP 35.183.103.27
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This audit trail report provides a detailed record of the online activity and events recorded for this document.
https://northwoodsleague.com/
Audit Trail Serial# 5d1133afbc44efe117acbae4837ec1ac