Sponsorship/Endorsement Basic Agreement + Individual Agreement for Sports Players and Athletes

[Sponsorship/Endorsement Basic Agreement + Individual Agreement for Sports Players and Athletes]

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★This is a basic contract regarding sponsorship, particularly "endorsement," between sponsoring companies (product manufacturers, etc.) and sports players/athletes.

Here,
(1) A sponsoring company (A) provides A’s products to an athlete (C), who then uses and wears them.
(2) The athlete (C) provides advisory services such as opinions, advice, and suggestions regarding the planning, development, manufacturing, sales, etc. of the sponsor company's (A) products.
(3) Athletes (C) participating in events sponsored or hosted by a sponsoring company (A), appearing in product advertisements, etc.
(4) It stipulates the use of the portrait rights of athletes (C) by sponsoring companies (A).

★Regarding contract renewals, a provision has been included that gives the sponsoring company "first refusal right" to negotiate.

★This contract assumes that a sports player/athlete (C) is managed by (belongs to) a management agency, entertainment production company, etc. (B).

→Sponsoring companies (A: product manufacturers, etc.) do not enter into contracts directly with sports players/athletes (C), but rather enter into contracts with their management agencies, entertainment production companies, etc. (B).

→The premise is that a management agency, entertainment production company, etc. (B) enters into a management contract with a sports player/athlete (C), and that B has the authority to enter into the contract on behalf of C.

★This is a set of a "basic contract" and an "individual contract."
→A sample "Individual Contract" is attached at the end. (Here, we have attached an individual contract that contains the contents to be prepared when having a sports player/athlete (C) appear at an event.

★Reference (Our office website)
Sports business transaction planning and design, contract creation
http://keiyaku.info/s_management01.html
Individual/team sponsorship contracts and cooperation contracts
http://keiyaku.info/sponsor01.html

* Includes annotations and comments. WORD file format, so you can customize it however you like.
→ For an additional fee, you can have your document customized by an expert (Administrative Scrivener Asahi Okada). (We will provide you with a quote.)

★"Sponsorship/Endorsement Basic Agreement"
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Article 1 (Representations and warranties, relationship with player contracts, etc., basic contract)
Section 1: Representations and warranties.
This Agreement is premised on Party B having the authority to enter into a management agreement with Party C and to enter into this Agreement on its own, and therefore Party B hereby represents and warrants that it has such authority.

Clause 2: This clause is included as a precaution in case an athlete (C) needs to comply with the rules, regulations, and guidelines of his/her affiliated organization, as well as the contract with his/her affiliated team (player contract, etc.).
(For example, if an athlete appears on television or in a commercial, or if their image is used commercially, they may be required to obtain the consent of their affiliated organization under their contract with that organization.)
Therefore, this Agreement is stipulated here as being effective to the extent that it does not contradict or conflict with these player contracts, etc.
Therefore, in the event of any contradiction or infringement between this Agreement and the Player Contract, etc., the provisions of the Player Contract, etc. will take precedence.

→As an example, we will assume that C is a track and field athlete, and have listed the Japan Association of Athletics Federations (URL: https://www.jaaf.or.jp/).
(Please include the names of specific organizations you belong to, if necessary.)

Article 3: If the consent of another party is required by the athlete's contract or other agreement in order for the athlete/sports player (C) to perform the duties set out in this contract, the management agency/entertainment production company, etc. (B) must comply with this.

<Please delete paragraphs 2 and 3 if they are not necessary.>
<Examples of clauses 2 and 3 are also provided for the case where C is a professional soccer player.>

Section 4: In the case of ongoing contracts for outsourcing, it is useful to conclude a "basic agreement" for the convenience of administrative procedures and the protection of claims, and the basic conditions that are applicable to general clauses and other individual contracts should be stipulated in the basic agreement.
→This contract is the "basic contract" for individual contracts.
→ Individual contracts will be created as necessary. Individual contracts will specify specific matters (e.g., date, time, location, etc.).

*It also states, "In the event that the individual contract contains provisions that differ from those of this Agreement, the individual contract shall, in principle, take precedence over this Agreement."
→Of course, it is possible to stipulate that "this contract takes precedence," but since it is more flexible to set out provisions in individual contracts that are tailored to the actual circumstances of each business, it is common to give priority to individual contracts, as in this proposal.

Article 2 (Use and Wear of the Product)
It stipulates the obligations and duties of athletes (Class C) regarding the use and wearing of the products, as well as product advisory duties.

Section 1: This contract stipulates the athlete (C)'s obligation to use and wear the products provided by the sponsor (A) under this contract. The athlete must wear the products during competitions, media interviews, television and event appearances, and at other times requested by A. However, exceptions are made when using or wearing the products would be unreasonable or inappropriate, impossible, or extremely difficult. For example, if the products provided by the sponsor are sports equipment such as baseball gloves or skis, wearing them during interviews or while traveling would be considered unreasonable or inappropriate.

Section 2: This section stipulates that the use of products from other companies is prohibited in cases that fall under any of the items in the preceding section.

Article 3 (Product Advisory Services)
This document stipulates advisory services for sponsoring companies (A) of athletes (C). Excellent athletes have deep knowledge of equipment and apparel based on their experience. Therefore, in exchange for supplying equipment to athletes and paying sponsorship fees, sponsors seek to receive opinions and advice from athletes regarding products, which they then use in the planning, development, and manufacturing of their own products.

Section 2: Sets out the cost burden. This section stipulates that Party A will bear all expenses related to Party C's advisory services, including travel, accommodation, and research costs.

Article 4 (Performance/Participation)
It stipulates the obligations and duties of athletes (C) regarding appearances and participation, as well as the obligation to make efforts regarding product endorsements.

Section 1: This section describes how management agencies, entertainment production companies, etc. (B) can have athletes (C) appear and participate in the "events such as athletic competitions," "seminars," "media for advertising, etc." and "product presentations, etc." listed here.

Clause 2: It stipulates that all expenses, including travel, accommodation, research, etc., necessary for the athlete (C) to perform and participate in the event will be borne by the sponsoring company (A).

Section 3: This section stipulates the "sponsor display" in the appearances and participations of athletes (C) and in the productions produced for such appearances and participations. This will publicly announce that the sponsoring company (A) is supporting the athletes (C) as a sponsor.

Article 4: It stipulates that athletes (C) can check the content and format of media such as advertisements that have been produced and request that any inconvenient parts be corrected. (Note that this does not require checking, and only stipulates the right to request corrections.)

Section 5: The content of the appearance/participation of the athlete (C), the conditions of implementation, the date of implementation, and details of the productions to be made in connection with said appearance/participation will be determined in advance through discussion between the sponsoring company (A) and the management agency/entertainment production company, etc. (B).

Article 6: In the event that an athlete (C) is requested by Party A to appear or participate in "events such as athletic competitions" or "seminars" that exceed the scope and number of times specified in this article, or in the event that Party A requests an athlete to appear or participate in "media for advertising, etc." or "product presentations, etc.", the "standards for compensation" will be determined in advance in a separate document. (If compensation is not to be determined in advance, please delete the relevant section.)

Section 7: The compensation standards for appearances and participation will be determined in advance. (Please delete this section if it is unnecessary.)

Article 5 (Product Recommendations)
When an athlete (C) appears in front of the public or in the media at events such as athletic competitions, seminars, advertising media, product launches, etc., Party B will provide Party A with as much cooperation as possible to create opportunities for exposure of the product and for Party C to endorse it.

Article 6 (License to Use Portraits, etc.)
Management agencies, entertainment production companies, etc. (B) grant sponsoring companies (A) permission to use the images of athletes (C) for advertising and promotional activities.

Section 1: This section stipulates the permission to use portraits, etc., and the media in which they may be used. In this section, the media in which they may be used are so-called paper media such as newspapers, magazines, posters, and pamphlets, as well as the official product website (including the official YouTube, Twitter, Instagram, and Facebook accounts).

Section 2: The use of the player's image, etc., based on the previous section, is limited to Japan. Please change "Japan" and other descriptions as necessary. (It may also be "worldwide.")

Paragraph 3: It is stipulated that the appearances and use of the likeness, etc. of athletes (C) in media other than those specified in each item of Paragraph 1 will be subject to a separate contract after consultation between the sponsoring company (A) and the management agency/entertainment production company, etc. (B).

Section 4: This stipulates that if a sponsoring company (Party A) uses the portrait of an athlete (Party C), it must obtain prior written consent from the management agency, talent agency, etc. (Party B) regarding the portrait, advertising materials, and sales promotion materials to be used, either in writing or via electronic means such as email.

Section 5: Stipulates the circumstances under which a sponsoring company (A) may use the image, etc. of an athlete (C) without time restrictions.

Article 7 (Advertising of the same or similar products and competitors)
Section 1: The sponsoring company (A) is prohibited from advertising the products of third parties that are the same or similar to the product in question, and from allowing the appearance and use of the image, etc. of the athlete (C) in advertising for third parties that compete with the sponsoring company (A).

Section 2: With regard to a third party and its products for which an athlete (C) is considering permission to appear in advertising or to use his/her likeness, etc., if it is not clear whether the product in question is of the same type or similarity as the third party's product, or whether there is a competitive relationship between the sponsoring company (A) and the third party, the management agency, entertainment production company, etc. (B) must consult with the sponsoring company (A) and make a decision regarding permission to appear in advertising or to use the athlete's likeness, etc.

Article 3: Athletes (C) may appear on television or radio programs even if they are sponsored by a competitor of the sponsor, provided that the programs are not sponsored solely by the competitor.
→It is customary to have such a rule, as banning not only appearances in competitors' advertisements but also appearances on programs sponsored by competitors would be a major restriction on athletes' activities.

Article 8 (Provision of Products)
It stipulates that a sponsoring company (A) supplies products to an athlete (C).
→It is assumed that ownership of the product will be transferred from Party A to Party C, not from Party A to Party B, so it says "Party A to Party C."
→Here, the quantity of the product provided is determined in monetary terms.
→Products that could be offered include sports equipment, sportswear, drinks, supplements, and many more.

Article 9 (Basic Sponsorship Fee)
It stipulates that the sponsoring company (Party A) pays a sponsorship fee to the management agency, entertainment production company, etc. (Party B).
→Here, Party A is set to pay sponsorship fees to Party B, but Party B may pay a portion of the sponsorship fees it receives from Party A to Party C based on its management contract with Party C.
→In addition to paying a fixed amount (in this case, the basic sponsorship fee), it is also possible to pay a bonus if the athlete (C) performs well in competition.

Article 10 (Maintaining credibility, etc.)
If the contracting parties violate laws and regulations, it will become difficult to achieve one of the purposes of this contract, which is to improve the mutual image of sponsors and players. Therefore, the contracting parties are required to comply with laws and regulations.

Article 11 (Change of affiliation for Class C)
This provision guarantees the fulfillment of this contract to the sponsoring company (A) even if the athlete (C) changes his/her affiliation to a third party (new affiliation 2) other than the management agency, entertainment production company, etc. (B).
(1) You will continue your status under this Agreement with the consent of your new employer, or (2) you will transfer your status under this Agreement to your new employer.

Article 12 (Prohibition of Transfer of Rights and Obligations)
This provision prohibits the assignment of rights and obligations arising from this Agreement.
Under the Civil Code, the general rule is that creditors can freely assign their claims (Article 466, Paragraph 1 of the Civil Code), but it is possible to make a claim non-transferable by adding a special clause prohibiting assignment, such as this clause (Article 466, Paragraph 2 of the Civil Code).

Article 13 (Confidentiality)
Section 1 stipulates the confidentiality obligations between the contracting parties.
The confidentiality obligation is usually stipulated to remain in effect for a certain period after the contract is terminated (although there may be no deadline).
In addition, if it is necessary to more clearly identify "confidential information," it may be specified as "information provided or disclosed by the parties with the intention that it is confidential information."

Section 2 provides that certain information that must be excluded from confidential information is not included in confidential information.

Article 14 (Contract Period)

Article 15 (Contract renewal and termination)
These are the regulations regarding contract renewal and termination.

Clause 1: In the contract renewal, the sponsor company (Party A) is granted the right of first refusal to negotiate.

Section 2: Stipulates the content of preferential negotiation rights.

Clause 3: For posters, signs, pamphlets, catalogs, etc. that cannot be removed or collected immediately after the contract ends, a specified removal and collection period will be set, and the sponsoring company (Party A) will endeavor to remove and collect them within that period.

Article 16 (Force majeure)
If the management agency/entertainment production company (B) and the athlete (C) are unable to fulfill this contract or if the purpose of this contract cannot be achieved, the sponsoring company (A) may extend the contract period.
Furthermore, if the inability to perform continues beyond a certain period of time, the sponsoring company (A) may terminate the contract and settle the amount for the provision of the product and the basic sponsorship fee.

Article 17 (Termination of Contract and Compensation for Damages)
It also provides for the right to terminate the contract and makes careful provisions regarding claims for damages.

Article 18 (Special Notes)
"Special notes" can be specified on a separate sheet.
Special notes regarding costs are provided in the attached document.
(Travel expenses including Shinkansen, plane tickets, and hotel accommodations, as well as travel expenses for accompanying persons such as trainers and assistants, will be covered.)

Article 19 (Negotiation resolution)
This document stipulates the interpretation standards and resolution methods for matters not specified in this Agreement.

Article 20 (Governing Law and Jurisdiction)

【Attachment】
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*This "attachment" can be stapled to the contract and the parties (A and B) can place their seals across the seam, or the documents can be bound and sealed with binding tape for sealing, and the parties (A and B) can place their seals on the front and back covers, across the binding tape.

【1. Athlete (C)】
Identify target athletes.
If necessary, please include your address and contact information.

2. The Product
This section lists the items, names, model numbers, etc. of the products that the sponsoring company (A) provides to the sportsperson/athlete (C).

[3. Standards for remuneration for appearances and participation]

[4. Special Notes: Cost Coverage]

[Individual contract]
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This is a sample individual contract. Please create one as needed.
→This is an example of a contract that stipulates duties related to appearances at individual events.
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* Includes annotations and comments. WORD file format, so you can customize it however you like.
★We also accept customization on our side (separate quote required).

Contract Creation e-Course by MBA Administrative Scrivener Okada Asahi Office
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