EXCLUSIVE: C&W Contracts
Tue, Mar 15, '05
Lawyers for the West Indies Cricket Board (WICB) are currently inspecting contracts between seven players and Cable & Wireless to "ensure that the contracts do not impose on the players any obligations" that would cause the board to breach its sponsorship deal with Digicel.
CaribbeanCricket.com can exclusively reveal one of the player contracts that was received by the WICB's lawyers. The player's name has been deleted along with financial aspects of the contract.
EDITOR'S NOTE: We are looking for an independent contract attorney to volunteer some time to help peruse this document. Please e-mail ryan(at)caribbeancricket.com if you're interested and willing.
DATED 13th MAY 2004
THIS AGREEMENT is made the day of May 2004
BETWEEN:
1. (Player Name) ((Player Name)) of
AND:
(2) CABLE AND WIRELESS (WEST INDIES) LIMITED
(C&W), a company incorporated in England, whose
registered office is 124 Theobalds Road, London, WC1X 8RX, England,
with operating offices in the West Indies as detailed in Schedule 4
below for and on behalf of itself and the Group Companies with
operating offices as detailed in Schedule 4 below.
WHEREAS:
The parties hereto have agreed that C&W shall be the exclusive telecommunications sponsor of (Player Name), with the right to use (Player Name) and his likeness for a period of approximately three (3) years from the date hereof subject to and in accordance with the terms and conditions set out below.
NOW IT IS HEREBY AGREED:
1. DEFINITIONS
In this Agreement the following expressions shall have the following meanings:
1.1 "Agreement Period"the period from the date hereof until 30th April 2007 or the conclusion of the ICC World Cup whichever shall be the later or the date of prior determination pursuant to Clause 9 hereof (both dates inclusive);
1.2 "Annual Fees" the fees payable by C&W to (Player Name) in accordance with Clause 6;
1.3 "Associated or Affiliated entity of C&W " meansTelecommunications Services of Trinidad and Tobago Limited ("TSTT") and any of its associated or affiliated entities operating in the West Indies.
1.4 "Brand Sector"the products and services as set out in Schedule 2;
1.5 "Competitors"companies providing products and services competitive to those of C&W, including without limitation those set out in Schedule 3;
1.6 "C&W" mean Cable and Wireless (West Indies) Limited and its affiliated and associated entities operating in the West Indies including C&W;
1.7 "C&W Products" those products of C&W which are within the Brand Sector;
1.8 "C&W Services" those services of C&W which are within the Brand Sector;
1.9 "Designations"each of the designations as set out in Clause 4 and such other designations as may be agreed between the parties from time to time;
1.10 "ICC Cricket World Cup" the cricket tournament organised by ICC scheduled to be played in the West Indies in 2007;
1.11 "Logo" such logo or mark of C&W as C&W shall specify from time to time, including the logo (Player Name);
1.12 "Person"an individual, firm, company, corporation or unincorporated body of persons and the singular shall include the plural and vice versa;
1.13 "Sponsorship Rights" the obligations to be performed by (Player Name) as well as the rights granted by (Player Name) to C&W pursuant to Clauses 3, 4, and 5 and Schedule 1 of this Agreement;
1.14 "WICB" means the West Indies Cricket Board.
2. WARRANTIES AND INDEMNITIES
2.1 Each party warrants to the other that:
2.1.1 it will not disclose to any third party, other than to its professional advisers (who will keep the same confidential) or as required by law or as agreed between the parties, any information relating to the business or affairs of the other nor any of the contents or provisions of this Agreement;
2.1.2 it will indemnify and keep indemnified the other against all actions, proceedings, claims, costs and expenses (including without limitation legal fees) and any other damage or liability suffered by the other as a direct or reasonably foreseeable result of a breach of any of the warranties, undertakings or agreements on its part contained or made in this Agreement.
2.2 (Player Name) hereby represents, warrants to and undertakes with C&W that:
2.2.1 he is free and entitled (without restriction) to enter into this Agreement, grant the Sponsorship Rights, access and licences set out in this Agreement and to perform the other obligations undertaken by him hereunder and he has not entered into any agreement with any third party which might conflict with any of the terms hereof;
2.2.2 he shall keep C&W informed of the possibility of exploiting additional opportunities for advertising or promotion for C&W in connection with the Sponsorship Rights by means of any media whether now known or hereafter developed including but not limited to all forms of television, radio, the internet or any other interactive media platform whatsoever, and provide C&W with right of first refusal on all such opportunities;
2.2.3 he shall not during the Agreement Period do any act which causes the value of the Sponsorship Rights to C&W to be undermined; and
2.2.4 he shall not do any act during the Agreement Period which, in the reasonable opinion of C&W, is prejudicial to the name, image or reputation of C&W.
3. GRANT
In consideration of and subject to the payment by C&W of the Annual Fees, (Player Name) hereby grants to C&W during the Agreement Period the Sponsorship Rights including those rights set out in Schedule 1, on the terms set out in this Agreement.
4. DESIGNATIONS
4.1 C&W shall have the exclusive right to use all or any of the following Designations (or any substantially similar designations) to associate C&W with (Player Name);
4.1.1 "Official Telecommunications Partner/Provider of (Player Name),";
4.1.2 "Official Communications Provider for (Player Name),"
4.1.3 "Official Mobile Provider for (Player Name)."
4.2 C&W further undertakes that it shall not, in exercising the Sponsorship Rights, use any designations other than the Designations unless it shall have obtained the prior written consent of (Player Name) such consent not to be unreasonably withheld or delayed.
5. EXCLUSIVITY WITHIN BRAND SECTOR
5.1 Subject to the provisions of this Clause and to clause 3, (Player Name) shall not:
5.1.1 grant to any Competitor, or any third party in relation to the Brand Sector, the right to use any of the Designations, to use any designations which are similar to the Designations or to describe itself as a sponsor of, supplier to, partner of or otherwise connected with or a party to any arrangement with (Player Name) in any country in which C&W or any affiliated or associated entity of C&W operates which for the avoidance of doubt includes all the countries in the West Indies that C&W and its associated or affiliated companies operate;
5.1.2 allow any advertisements or promotions or sponsorship identification of any kind from any Competitor or from any third party in relation to the Brand Sector to appear:
5.1.3 in any (Player Name) publication;
5.1.4 otherwise in connection with (Player Name).
6. FEES & GUARANTEES
6.1 Subject to clause 9, C&W shall pay (Player Name) the Annual Fees in respect of the Sponsorship Rights as follows:-
6.2 In addition to the sums referred to in clause 6.1 above C&W shall pay (Player Name)
6.3 C&W shall cover costs of all advertising and promotional activities in relation to the Sponsorship Rights.
6.4 C&W shall pay for all reasonable travel, accommodation and other expenses incurred in connection with any personal appearances to be made by (Player Name) pursuant to this Agreement. The level of such expenses shall be discussed and agreed in advance by C&W and (Player Name). In the event that (Player Name) has to undertake overseas travel in connection with this Agreement then C&W agrees to pay reasonable travel costs for (Player Name), as well as reasonable hotel accommodation. C&W shall also pay (Player Name) a per diem of (Player Name) for each day that (Player Name) has to undertake overseas travel for C&W.
6.5 If (Player Name) shall commit any breach of this Agreement which shall not amount to a breach entitling C&W to terminate this Agreement pursuant to Clause 9.2.1 or which shall amount to such a breach but C&W shall decide not to terminate this Agreement in accordance with such Clause, C&W shall notify (Player Name) in writing of the breach and the parties shall negotiate in good faith a reduction in the Annual Fees payable by C&W for the relevant year and/or the provision of additional rights and benefits by (Player Name)to C&W to compensate C&W. If the parties are unable to reach agreement on a reduction in the Annual Fees and/or the provision of additional rights or benefits within twenty-eight (28) days of C&W first notifying (Player Name)of a claim under this Clause, then C&W shall be entitled to terminate this Agreement.
6.6 For the avoidance of doubt (Player Name) acknowledges the following:
6.6.1 that except as otherwise provided in this Agreement C&W shall not be liable to (Player Name) for further payments whatsoever in connection with this Agreement other than the Annual Fees, and the payments specified in this clause.
7.C&W'S RESPONSIBILITIES
7.1 In order to assist (Player Name) to discharge the obligations granted under the Sponsorship Rights, C&W shall:
7.1.1 Expose (Player Name) to C&W's mission statement, its culture and objectives in the C&W territories;
7.1.2 Ensure that (Player Name) is properly briefed prior to any internal or external appearance;
7.1.3 Arrange media and any other training to make him an even more effective communicator;
7.1.4 Provide (Player Name) with a C&W blazer and any other special company related clothing C&W requires him to wear; and
7.1.5 Provide such other assistance as is required and mutually agreed to.
8. LIAISON
8.1 (Player Name) shall nominate an agent whose primary duties shall include timely liaison with C&W and delivery of optimum sponsorship value in accordance with the terms of this Agreement.
8.2 (Player Name) shall provide C&W with all reasonable assistance and make available to C&W all necessary information and keep C&W fully informed of all matters relating to (Player Name)'s ability to discharge the obligations under the Sponsorship Rights (and any of them).
9. TERMINATION
9.1 (Player Name) shall have the right to terminate this Agreement forthwith at any time by notice in writing to C&W upon the happening of any of the following events:
9.1.1 if any sum payable under Clause 6 hereof after due demand is in arrears for more than thirty (30) days after such due demand; or
9.1.2 if C&W is in material breach of any of its other obligations under this Agreement and, where capable of remedy, has not remedied the same within fourteen (14) days of service of a notice by (Player Name) specifying the breach; or
9.1.3 if C&W is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of C&W under this Agreement) or compounds with or convenes a meeting of its creditors or has a receiver appointed of its assets or ceases or threatens to cease for any reason to carry on business;
9.2 Without prejudice to any other right or remedy C&W may have hereunder or at law C&W shall have the right to terminate this Agreement forthwith at any time by notice in writing to (Player Name) upon the happening of any of the following events:
9.2.1 if (Player Name) is in material breach of any of its obligations under this Agreement and, where capable of remedy, has not remedied the same within fourteen (14) days of service of a notice by C&W specifying the breach;
9.2.2 if (Player Name) commits any act which C&W reasonably believes prejudices C&W's reputation, including but not limited to being convicted of any offence involving dishonesty or violence, any activity that breaches the rules of the WICB or the International Cricket Council, making defamatory or derogatory statements or taking part in any activities which are or might be derogatory to or are or might otherwise be detrimental to the reputation, image and goodwill of C&W;
9.2.3 if the ICC Cricket World Cup is not held in the West Indies as planned in 2007;
9.2.4 if (Player Name) is dropped as a player from the West Indies cricket team, for a period exceeding two (2) months due to injury or otherwise.
9.3 Notwithstanding clauses 9.1 and 9.2 above, in the event that C&W and (Player Name) are in dispute as to any aspect of this Agreement, they shall use their best efforts to resolve their differences within a period of seven (7) days of such dispute or disagreement having arisen. If the parties are unable to resolve their differences within the period specified herein, then either party may exercise its right to terminate the Agreement in accordance with clauses 9.1 or 9.2 above.
10. EFFECT OF TERMINATION
Any termination of this Agreement (howsoever occasioned) shall not affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination
11. ADVERTISING
(Player Name)agrees with C&W that it will ensure that there is nothing detrimental to C&W or its products in any advertising or promotional material of (Player Name).
12. ASSIGNMENT
Save in the case of C&W to Affiliates and Associates of C&W neither party shall assign, transfer or part with any of its rights duties or obligations under this Agreement.
13. COPYRIGHT
As between the parties, C&W will own the rights in all footage, photographs, film and/or recordings of any of the works involving (Player Name) produced pursuant to the Sponsorship Rights.
14. INTELLECTUAL PROPERTY RIGHTS
14.1 (Player Name) assigns to C&W absolutely throughout the West Indies for the full period of copyright and any and all renewals, revivals, reversions and extensions to the extent that such rights are not vested in C&W, all rights in the products and works produced pursuant of the Sponsorship Rights and acknowledge that such rights belong to C&W absolutely and (Player Name) warrants that to the extent that such rights have not been so assigned he is the sole absolute unencumbered legal and beneficial owner of such rights, PROVIDED ALWAYS that C&W shall only publish the advertising and commercial material during the Agreement Period, and in the case of stock of any nature whatsoever, C&W may utilize the same for a further period of six (6) months after the Agreement Period. The parties may however negotiate in good faith for the continued use of (Player Name)'s Intellectual Property after the Agreement Period on terms to be agreed.
14.2 (Player Name) hereby irrevocably and unconditionally waives any and all moral and like rights that he has in the works created by him pursuant to the Sponsorship Rights, and hereby agrees not to make any claim against C&W or any party authorised by C&W to exploit the works created pursuant to the Sponsorship Rights based on moral or like rights.
14.3 All trade mark and other rights by way of copyright or registered design protection in respect of the Logo or any other C&W trade mark or insignia remain, both during the Agreement Period and thereafter, the property of C&W who nevertheless licenses (Player Name) to use the same for the purposes and upon the terms of this Agreement.
15. ILLEGALITY
15.1 If any term or provision in this Agreement shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of this Agreement but the validity and enforceability of the remainder of this Agreement shall not be affected
15.2 The parties agree that should any term or provision of the Agreement be invalid or unenforceable then they shall forthwith enter into good faith negotiations to amend such provision in such a way that, as amended, it is valid and legal and to the maximum extent possible carries out the original intent of the parties as to the point or points in question.
16. ENTIRE AGREEMENT
This Agreement (including the Schedules) constitutes the entire agreement between the parties with regard to its subject matter and may only be varied in writing signed by duly authorised representatives of both parties.
17. WAIVER
No waiver by either party of any breach by the other party of any of the terms of this agreement shall be valid unless in writing and any such written waiver shall not be deemed to be a waiver of any preceding or succeeding breach of the Agreement or any term hereof and the Rights, powers, and remedies provided by this Agreement are several and cumulative and not exclusive of each other or of any other rights, powers, and remedies provided by law or equity.
18. NOTICES
18.1 All notices to be given under this Agreement shall be in writing in English and left at or sent by first class guaranteed delivery mail or fax to the appropriate address shown below or to such other address as the party concerned shall from time to time designate by notice pursuant thereto.
In the case of C&W: Cable and Wireless (West Indies) Limited
Leeward 4, Safehaven Corporate Centre
P.O. Box 2425 G.T.
Grand Cayman
Cayman Islands
Telephone No (345) 914-0605
Facsimile: (345) 949-1876
Attn: EVP Legal, Regulatory and Carrier
Services
In the case of (Player Name):(Player Name)
Telephone No. (Player Name)
18.1 Any such notice shall be deemed given:
18.2.1 at the time when the same is left at the addressee's address if left during its normal business hours failing which it shall be deemed to have been given at 0900 in the addressee's time zone on the next business day; or
18.2.2 seven (7) days after the same shall have been properly posted; or
18.2.3 in the case of a fax forthwith upon transmission if sent during normal business hours failing which it shall be deemed to have been given at 0900 in the addressee's time zone on the next business day provided that the transmitting fax machine generates upon completion of the transmission a transmission report stating that the notice has been duly transmitted without error to the addressee's fax number.
18.3 In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing such notice was properly addressed and posted by registered or recorded delivery, or that the applicable means of telecommunications was properly addressed and despatched (as the case may be).
19. GOVERNING LAW
19.1 This Agreement shall be governed by and interpreted in accordance with the laws of England.
IN WITNESS WHEREOF the parties to these presents have hereunder
set their hands the day and year first above written.
Signed on behalf of
CABLE AND WIRELESS (WEST INDIES) LIMITED
________________________
Signature
________________________
Printed Name
In the presence of
________________________
Signature
________________________
Printed Name
Signed by
(Player Name)
________________________
Signature
(Player Name)_________
Printed Name
In the presence of:
________________________
Signature
________________________
Printed Name
SCHEDULE 1
SPONSORSHIP RIGHTS
1. For each year during the Agreement Period (Player Name) agrees to perform the following services:
i) A maximum of two (2) speeches to both internal and external audiences based upon agreed scripts;
ii) Two (2) visits to C&W offices to meet staff;
iii) A maximum of four (4) appearances at official internal C&W functions (i.e. open staff seminars, sports day, family day) (dates, location and duties to be confirmed);
iv) A maximum of ten (10) print advertisements as and when required by C&W management.
v) A maximum of six (6) radio advertisements.
vi) A maximum of two (2) TV advertisements, (new advertisements does not include cut downs).
vii) Participate in the announcements of new rates and services, provided that that such participation does not include TV, radio and print ads
2. For each year during the Agreement Period (Player Name) agrees to grant to C&W the following rights:
(i) Allow C&W to use (Player Name)'s name, image and the designations (paraphernalia, memorabilia, etc.) to promote itself and all of its services and products in the C&W territories, including any promotions in connection with the exercise of C&W's rights as an official sponsor of the ICC Cricket World Cup;
(ii) (Player Name) Other appearances and responsibilities as may be agreed between the parties from time to time. For the avoidance of doubt the performance by (Player Name) of the services set out in this Schedule 1, shall take account of (Player Name)'s obligations to play cricket for the West Indies.
SCHEDULE 2
THE BRAND SECTOR
The Brand Sector shall cover the telecommunications industry inclusive of the provision of installation, maintenance, operation and augmentation of international and national telecommunications systems and services.
Telecommunication shall mean any transmission, emission or reception of signs, signals, writing, images and sounds or intelligence of any nature by wire, radio, optical other electromagnetic systems.
For the avoidance of doubt the Brand Sector shall include the sale, installation, and maintenance of telecommunications equipment (Customer Premises Equipment or CPE) intended to be located on the premises of the general public.
SCHEDULE 3
COMPETITORS
|
Airtel Cellular |
Guyana Telephone and Telegraph |
|
Airtel Pager |
Logic Communications |
|
Antigua Computer Technology |
Marpin Telecoms & Broadcasting Ltd. |
|
Antigua Public Utilities Authority |
MCI |
|
Atlantic Telenetwork Inc. |
Northrock |
|
AOL |
Sat Telecoms |
|
AT&T |
Sprint |
|
Bermuda Telephone Company |
Sun Beach |
|
BT |
TeleBermuda International |
|
Datastate |
Vodafone |
|
Digicel |
WebLinks Limited |
|
Global Network Providers |
Worldcom |
|
TransWorld Telecom (TWTC) |
AT&T Wireless |
|
Caymantel |
Orange |
For the avoidance of doubt this list is not intended to be exhaustive.
SCHEDULE 4
GROUP COMPANIES AND C&W TERRITORIES
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Cable and Wireless (West Indies) Limited
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Cable & Wireless (Barbados) Limited
|
|
Cable and Wireless (West Indies) Limited
|
Cable and Wireless (Cayman Islands) Limited
|
|
Cable & Wireless Dominica Limited
|
Cable and Wireless (West Indies) Limited
|
|
Cable and Wireless (West Indies) Limited
|
Cable & Wireless Jamaica Limited
|
|
Cable and Wireless (West Indies) Limited
|
Cable and Wireless (West Indies) Limited
|
|
Cable & Wireless St Kitts & Nevis Limited
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Cable and Wireless (West Indies) Limited
|
|
Cable & Wireless Grenada Limited
|
Telecommunications Services of Trinidad and Tobago Limited
|