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Raven contract

Raven contract

Page 1: Raven contract

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Number of Pages:14

Date Created:October 21, 2013

Date Uploaded to the Library:October 22, 2013

Tags:baltimore ravens, obamacare


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  • demand_answers

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t0luor 21, 2013 JUSUI1 Mc(I;u1I1y
Judicial VL11Ch, Inc.
/125 lmd 51., SW, Suite 801)
Vz1s1in;;tm1, 2002/]
Re: Request for ln{mmation
PIA-Z[) l3-09-12-A ./11. Ilc(IuIt}1y:
The Ivhuylannl Health licnulltI xchzmgvhas1vLuirv:iyumvm~IdaLo:1 Scplvnh(~I4,
2013, and subsequent Lmifil()fCt>mm1lH]< .1I(lHSAnd ()uuc.u
SPONSORSHIP AGREEM
THIS SPONSORSHIP AGREEMENT (this Agreencnt made and entered into effective
september 2013 (Lhe Effective Date and between the Weber shaudwick, behalf Maryland
Health connection, Maryland corporation (the Sp11ns0r), with ces located 2290 Boston street, suite Baltimore. 21224, and Baltimore Ravens Limited Parmcrship (the Raveus Maryland limited
partnership, located winning Drive owings Mills, 17.
VVIIEIIEAS, Sponsor engaged the business health insurance.
WHEREAS, the Ravens own and operate franchise the National Football l/eagne (Lhe NFL
known the Baltimore Ravens, and has the right grant certain sponsorship rights and other bene related the Baltimore Ravens and Ml Bank stadium (the StadiIIm the Territory, defined helow.
WHEREAS. sllbjecl the terlns and conditions this Ageement, Sponsor desires purchase the
products and services so: forth this Agreement.
NOW, THEREFORE, consideration the recitals set forth above, the mutual obligations the
pnrties hereunder, and other good and valuable consideration, the receipt and sut cicney which hereby
acknowledged, the parties agree follows: STATUS:
(3) NFL Disclaimer Product Endorsements. Nothing contained this Agreement authorizes
Sponsor represent any oral writtcn form any communication medium that any product service
the Sponsor its isffiliatss subsldiaries Sponsor products services has been endorsed, selected
approved the NFL. The permission granted sponsor hereunder use any authorized phrase does not
expressly implication eonuote that the Ravens the NFL has made any inquiry ascertain, rise
standards other criteria, the relative merits any Sponsor products services comparison with
competitive products. PRODUCT AND SERVICES:
(a) S[1unsurshIp Rights and Other Benefits. The Ravens shall provide sponsor with the following
products and services provirlerl Exhibit Products and services (hereinafter Ieferxed the
 PrmlIIcIs Services both).
(in) Pramotianal Grant. sponsor shall have the right use the Baltimore Ravens Trademarks
(herein ned) connection with the bene provizbzd this agreement and subject the terms and
conditions this Agreement the Territory. sponsor agrees and acknowledges that the Ravens: are not
granting sponsor the right to: (i) use the marks and logos the Ravens other than the Baltimore Ravens
Tracleinnrks, (ii) use the marks and logos the NFL any NFL team other than the Ravens, set forth herein,
(iii) combine the marks and logos the Ravens with the marks and logos the NFL any other NFL learn,
the NBA, the NHL, MLB, AFL any NBA, NHL, MLB, AFL team (iv) use the marks and logos the
Ravens outside the Territory.
(c) Athletes Names; Athletes Individual Endorse-memhr. Sponsor acknowledges that Ravens are
not granting sponsor any xighl use the names, siguatllxcs, photogmphs likenesses any Ravens football
player connection with eominereial product service, and that any use sponsor must approved
the individual athlete. Sponsor expressly onolerslaiitis and agrees that any Ravens football player has the right use, rrocept endorse any product from anyone competition with Sponsor.
Maryland le.imi cnnneuion cnntniet
 
 
((1) Approval. Each advenisen-rent and promotional prugranl conducted sponsor pursuant the
terms hereof will jointly eoordinated sponsor and the Ravens and subject Final approval the Ravens.
All promotional other materials, advertisernents, eernniereials. spots and signage used connection
with the Products and serviees shall subject nal approval the Ravens.
(e) Non-Ravens Controlled Events. sponsor aekuowledges and agrees that the Ravens not
control the stadium certain not-l Ballil-nore Ravens lclatcd events. The Ravens shall not liable sponsor
nor shall the Sponsor entitled any Fee (as ned below) reduetion ii; during sueh events, Sponsor
signage temporarily covered removed such events are sponsored by, and signage provided to,
eonipetitor sponsor.
tr) NFL Rules. sponsor understands and agrees that this Agreement subject and subordinate
(to the extent applicable): (i) the NFL Constitution and Bylaws; (ii) all other rules, regulations and polieies
the NFL and the league resolutions; (iii) any eolleerive bargaining agreement whieh the NFL any member
club party; (iv) all consent decrees and sertlexnent agreements entered inoo between among the NFL. and
its member clubs furtherance NFL business interests othcrwisc authorized directly indirectly
the NFL Executive Committee, the NFL Conimissioller, the NFL Constitution; and (V) any national network
agreelnent between the NFL and third parties and any national curpurulc marketing, licensing, sponsorship
siniilax agreclnerlt between the NFL and third parties, all the same may now exist hcrca amerldsld
enaeted they may interpreted the NFL commissioner (eolleetively, the NFL Rules). the Ravens
cannot provide the Product and Services listed Exhibit because the NFL Rules, then the Ravens and
Sponsor will make good faith effort agree the substitution other servilees assets the Ravens
equal greater value. the parties not reaeh agreement substitution other services assets.
Sponsor shall entitled equitable refund the Amount the reclsolmble valuc Sponsor the items
not received Sponsor. TERM: The tern-l this Agroemellt shall commence the Effective Date and continue until March 2014 unless Ibis Agrccment sooner tcrrninatcd provided herein. TEl{lV[INATION:
(a) Termination the Ravens. without prejudice any other rights remedies that the Ravens
may have, the Ravens may terminate this Agreement immediately delivery notice Sponsor any time
ifluiy ofthc following events shall occur:
(i) sponsor shall fall rnake payment when due nee-ordanee with Section hereof,
provided however that Sponsor shun have tine-en (15) days following written nodes from the Ravens
remedy any sueh failure pay without penalty preludiee hereunder;
(ii) Spmlsnr shall rail comply with Section hereurin any material respeet and fail eure
the same within tlrteen (15) dzlys ofr ipt written notice such failure;
 
(iii) Sponsor shall (1) make assignment for the bene ereditors, (2) zldjudiczltcd
bankrupt. (3) fIlC voluntary petition bankruptcy voluntary petition answer seeking
rcorgariization, arrangement. readjusu-nent its debts for any other relief under Title the United
States code any sueoessor other federal state insolvency law Bnnkruptey Lnw), (4) hnve
 led against involuntary petition bankruptcy seeking reorganization, arrangement.
readjusnnent its debts for any other relief under any Bankruptcy Law, which petition not
discllargcd within ninety (90) days (5) shall apply for permit the appointment reoeiver
trustee for its assets;
Maryland Health connection Clmlracl
(iv) Sponsor shall default under any other material provision this Agreement and shall
have failed cure such default within ecn (ls) days received written notice such material
default from the Ravens;
(v) any the representations warranties made sponsor this Agreement shall prove untrue inaccurate any material respect.
(h) Sponsor Default. Notwithstanding anything the contrary herein, the event the Sponsor
defaults under any provision this Agreelnent and such default remains uncured for period fifteen (15)
days, then the Ravens, its sole and absolute discretion, shall have the right to; (a) suspend the Products and
Services until Sponsor has cured the default, (b) tcrrninatc this Agreement and arbitrate against Sponsor for all
recoverable darnages incurred the Ravens arising from relaned Sponscfs default, (e) seek all such
other relief available low equity. the Ravens elect terminate this Agreement pursuant this
Section 4(1)), the Ravens shall entitled retain all funds paid Sponsor. The above rights are cumulative
and one more such rights may exercised separately concurrently the extent provided law.
(o) Ternunr1Ii4Jn Spansar. without prejudice any other rights remedies thut sponsor may
have, sponsor may terminate this Agreement immediately delivery notice the Ravens any time any
ofthe following events shall occur:
(i) The Ravens shall fail comply with section hereof any material respect
otherwise fail any inaterinl respect fully deliver the Products and services and faii mire the some
within een (15) days ofreceipt notice such failure;
(ii) any the events described Section 4(a)(iii) above shall occur with respect the
Ravens;
(iii) The Ravens shall default under any provision this Agreement and shall have failed
cure such default within eeu (15) days etter received written notice such default from Sponsor;
and
(iv) any the representations warranties made the Ravens this Agreement shall
prove untrue inmmurate any material respect.
(V) Lhe Ravens shall sell their NFL franchise rights, relocate any location other than
Baltimore. Maryland.
(d) Raven: Default. Notwithstanding anything the contrary herein, the event the Ravens
default under any provision this Agreement and such dersult remains urlcurcd for period een (15)
days, then the sponsor, its sole and ahsolute discretion, shall have the right to: (a) suspend pcrforznance, (b)
seek all such other relief available law equity. the Sponsor elects terminate this Agreement
pursuant this Section 4(c), the Sponsor shall entitled full refund all inds paid sponsor
hereunder. The above rights are curnulntive and any one lnorc such rights may exercised separately
concurrently the extent provided law.
(e) Survival. sections 4(5). 4(d), 6(6), 7(a). 11, 13, 14, 15, and shall survive the termination
expiration this Agreement.
Maryland Hcnllh Cmlneetiorl contract SPONSORSIITP FEE:
(a) Payment. consideration for the Products and Selvices provided hereunder, sponsor shall pay the Ravens total One Hundred l1il Thousand dollars ($130,000) (the Fcc) cash based the
following schedule:
year sponsorship Fee
Year 30,000
The FCC shall not any broker agent fees conlmissions. sponsor shall pay the Fee three (3) equal
installments. The hrst payment will due befuxe October Novemher and December each
contracted year. The Ravens shall send invoice sponsor least thirty (30) days prior the payment due
date and payment shall due within thirty (30) days Sponsor receipt said invoice. All payments shall immediately available funds and shall delivered such account the Ravens may specify from time time.
(b) Past Season Option. Notwithstanding any other provision hereof, sponsor will have the option receive the Product and services set forth Exhibit Post season Option for each postseason game
played the Ravens during the Term Post season Term receive these Products and services, Sponsor
must provide written notice die Ravens its election exercise the Post season option before
December each contract year. Sponsor exercises the Post season option, for the (i) rst postseason galnc
played liy the Ravens the Stadium during the Post season Tenn, sponsor shall, within twenty (20) days drier
such post-season gains and receipt invoice the same, pity the Ravens seven Thousand Five Hundred
dollars ($7,500), (ii) for each the second and third post-season garnes played the Ravens the stadium
during the Post season Tcnnr, Sponsor shall, within twenty (20) days aller such pus!-stmsun game and receipt
invoice the same, pay the Ravens seven Thousand Five Hundred dollars ($7,500), (iii) rnst post-season game
played the Ravens other than the stodiun-r during the Post season Tenn, sponsor shall, within twenty (20)
days after such post s::i-nson game and receipt invoice the same, pay the Ravens seven Thousand Five
Hundred dollars (37,500), and (iv) second post-season game played the Ravens other than the stacuurn
during the Post. season Tenn, Sponsor shall, within twenty (20) days after such post-season galne and receipt
invoice the same, pay the Ravens seven Thousand Five Hundred dollars (37,500), (v) third post-scason galne
played the Ravens other than the stadirrrn during the Post season Term, sponsor shall, within twenty (20)
days aiter such post-season gains and receipt invoice the same. pay the Ravens scvcn Thousand Five
Hundred dollars ($7,500), (together the Post-Season Fee The l>ost season Fee payments shall addition any other Fees monies owed pursuant this Agreement.
(c) Late Fee Payment. Fee payment not received the Ravens within thirty (30) days
when due, then any such amounts shall bear interest from the date the payment was due until paid, per-
annttni rate interest equal the lesser ten percent (10%) the highest non.usrrrious rave pennitted
applicable law. INTELLECTUAI. PROPERTY:
(a) The Ravens represent and warrant that owns has the right grant the use certain names,
tradernru-its, service rnrrrlcs, and oopytights associated with the Baltimore Ravens, set forth Exhibit
(collectively, the lzaltirnore Ravens Tradexnairks), and owns and/or has ccxtain lnelrchandising rights and the Baltimore Ravens Trademarks, and all goodwill associated with symbolized the Baltimore Ravens
Trademarks necessary provide sponsor with the Products and services.
Marylnnd Health connection contract
(b) sponsor represents and warrants that owns audjor has the right grant the use Ocrlain
names, logos, trademarks, service marks, and copyrights set forth (the --sponsor Trademarks,
collectively with the Baltlirlorc Ravens Trademarks, the Marks and owns has certain merchandising
rights and the sponsor lradeniarks, and all goodwill associated with symbolized the sponsor
Tradcmaxks.
 
(c) The Ravens and sponsor may make various references the Products and services and may
display the Marks referenced herein accordance with the terms this Agreement. Each party hereto grants
the other nonexclusive, non assignoble, nontransrerable license use the Marks, suhjeot the respective
party prior approval, during the term ofthis Agreement and subject the terms and conditions set forth this
Agreement solely connection with the Products and services described Ex]: This license with
respect the Baltimore Rave Trademarks shall limited the Territory. used here the Territory shall
mean the state ofMa1y1a.ud (excluding Montgomery and Prince Georges counties) and the metropolitan areas York and Harrisburg the commonwealth Pennsylvairia.
 
(d) The Ravens and Sponsor must agree the fonn and content any commercial spots,
promotional, advertising other materials provided part the Products and services prior their use,
subject final approval the Ravens (except speci cally provided this Agreement). Sponsor shall
submit all proposed commercial spots, advertising and promotional materials the Ravens writing (or such
other video, audio digital format applicable) and the Ravens not approve reject such materials
within muximunl (5) hrrsiness days arter receipt Lherel)1,1_hen the Ravens shall deemed have approved
such materials. Approvals must granted the Ravens prior production and are subject NFL restrictions
generally applicable NFL tic commercial spots, promotional advcnising other materials. Upon
termination expiration this Agreement, both parties shall cease all use the Marks the other party
soon practieahle, hut any event within thirty (30) days. sponsor understands that any NFL game lln
Footage for use advertising must acquired from NFL Films customary prices paid sponsor.
(e) Neither party will impugn, challenge assist any challenge the validity ofthe other partys
Marks, any registrations thereof. the ownership tlsorcof. Each party will solely responsible for taking such
actions deems appropriate obtain trademark, service mark copyright registration for respective
Marks. All uses references the Marks shall inure the bene ofthc respective owner, and all rights
with respect the Marks not speci cally granted this Agreement shall and are hereby reserved the
respective owner.
(t) Neither party granted any right license under this Agreement sell, otherwise distribute
for sale, any the promotional advertising materials, items related thereto. party desires sell,
distribute for sale, any such materials other merchandising novelty items bearing the names,
trademarks, copyrights other intellectual property the other party, then shall request permission
from the other party, and granted, the parties shall negotiate good faith separate licensing agreement
covering such materials items before they may sold distributed for sale.
(g) All the rights granted hereunder with respect the Marks are personal the recipient thereof
and such rights may not lransferred otherwise assigned, leased sold.
(li) Each party recognizes the value the goodwill associated with the other partys Marks and
acknowledges and agrees that any goodwill arising out its use the other partys Marks shall inure the
sole henelit the other party ror all purposes hereof, Each party shall have the right establish reasonable
quality control and usage guidelines over the other part}/ use its Marks the degree necessary, the
opinion such party, maintain the validity and enforceability its Marks and protect the goodwill
associated therewith. Each party agrees cooperate facilitating the monitoring and control the other party the use such other pa.rly Marks.
Mnzylnnd nenmr Conncclinrn Conlxnol SPONSOR OBla[GAl lONS:
(a) Except otherwise specifically provided this Agreement, sponsor shall solely responsible
for and shall hear all costs associated with the (i) design, installation, maintenance, preparation and prorinotien promotions, giveaways and arivenisen-rents. and (ii) production orcornrnercials spots.
(b) sponsor acknowledges and agrees that the sole responsibility sponsor provide the
advertisement copy. commercials, spots and signage content and design used connection with the
Products and Services, including but not limited any logo. Sponsor further agrees that will .lfIlSl1 the
above material the Ravens, other designated party, appropriate, hroadeast earnera ready fnrni
suitable for the speci type advertising medium being employed and accordance with reasonable
deadlines established the Ravens, other designated putty.
(e) sponsor agrees that railure sponsor comply with the established deadlines forrnats
shall deenued waiver sponsor those speci Products and services that pertain sponsors non.
compliance until such time sponsor complies with established deadlines and formats. The Ravens shall have liability arising from such waiver. WARRANTIES:
(EL) Ravens warranties. The Ravens represents and warrants that;
(i) has the full right: and legal authority enter into and fully perform this
Agreement accordance with its terms without violating the rights any outer person;
(ii) use the Baltimore Ravens Trademarks authorized this Agreement does not
inrringe upon the copyright, patent trademark, service mark other proprietary right, otherwise
misappropriate any proprietary rights any third party. The Ravens further represents and warrants that has
neither assigned not otherwise entered into agreement. which purports assign transfer any right,
title interest the Baltimore Ravens Trademarks that would conflict with its obligations under this
Agreement. the extent that any all the Baltimore Ravens Trademarks (or any components I,he1e0l)
belong third pzuty, the Ravens represents and warrants that has the right license such Baltimore Ravens
Trademarks (or onrnponerrts thereon sponsor; and
(iii) the Ravens have all licenses, pen-nits other authorizations necessary conduct the
Baltimore Ravens Games the Stadium (the Htune Games) contemplated under this Agreement.
(b) Sponsor warmnties. sponsor represents and warrants that:
(i) has the full right and legal authority enter into and Fully perlform this Agreement
accordance with its terms without violating the rights any other person;
(ii) use the sponsor Trademarks :iuthori7/ad this Agreement does not infringe upon
the copyright, patent, trademark, service mark other proprietary right. otherwise misappt-oprlate any
proprietary rights any third party. Sponsor further represents and warrants that has neither assig-led nor
otherwise entered into agreement which purports assign transfer any right, title interest the
Sponsor Trademarks that would eontliet with its obligations under this Agreement. the extent that uny all the sponsor Trzidemarks (or any components thereet) belong, third party, Sponsor represents and
warrants that has the right license such sponsor Trademarks (or components thereot) the Ravens;
Mitrylnnd Hznllh connection connect
(iii) any information data collected sponsor connection with the vi-nducts and
services will used and maintained accordance with its privacy policy, solely for the Spousofs interl:l:l.l
use, and will not distributed any third party without the prior written consent the Ravens;
(iv) the logo set forth Exhibit accurate representation Sponsors logo; and
(v) has all government licenses, permits other authorizations necessary conduct its
busincssi INDEMNlFlCATl()N:
(a) sponsor shall indemnify, defend and hold harmless the Ravens, its potent, subsidiaries and liated
companies and their respective shareholders, ccrs, directors, employees, members, agents, trustees,
sponsors, receivers and assigns from and against any and all liability, loss, dilnuuge, expenses, court costs and
attorneys fees connection with, arising out of. directly indirectly, related (i) intentionally harmful
negligent actions omissions taken (or not taken, the case may be) the Sponsor ils agents
connection with this Agreement; (ii) the failure sponsor, those acting under it, comply with the terms
and conditions this Agreement; false deceptive advertising Sponsor; provided such false
deceptive advertising not cause the negligence the Ravens, (iv) the Ravens use sponsor lmdeu:ll:uks authorized this Agreement.
 
(b) Ravens shall indemnify, defend and hold harmless the sponsor, its parent, subsidiaries and affiliated
companies and their respective sharellolders, officers, directors, employees, members, agents, trustces,
sponsors, receivers and assigns from and against any and all liability, loss, damage, expenses, court costs and
attomeysi fees connection with, arising out of, directly indirectly, related (i) intentionally harmful
negligent actions omissions taken (or not taken, the case may be) the Ravens its agents connection
with this Agreement, (ii) the failure Ravens, those acting under it. comply with the terms and conditions this Agreement; (iii) false deceptive advertising Ravens; provided such false deceptive advertising
not cause the negligence the sponsor, and (iv) the Sptmsor use Ravens Trademarks authorized
this Agreement, including any claim that the Ravens Trademarks (or any component thereof) infringes upon the
parent, copyright, trademark, service mark other intellectual property righm any third party.
lo. AMENDMENT/WAIVER: This Agreement may not changed orally but only written
instrument signed all parties. The failure either party object take affn-rnative action with respect
any conduct the other party that violation the terms this Agreement shall not construed
waiver such violation breach, any future violation breach. Subject section 7(c) hereof,
waiver any provision this Agreement shall ctfcctivc unless such waiver merriorinlizeti writing
signed the waiving party.
11. RELATIONSHIP AND AUTHORITY: Nothing contained herein shall construed ixnply the
existence not the creation partnership, joint venture, employer and employee relationship between
sponsor and the Ravens, and except otherwise expressly provided herein, neither party shall have any right,
power authority create any obligation, express implied, behalf the other party.
12. INSURANCE: its sole cost and expense, sponsor shall procure and maintain effect through the
Terra, the following insurance coverage; (i) commercial General Liability insurance amount than
$1,000,000 per occurrence for bodily injury and property damage (including advertising injury) and
aggregate least $2,000,000 for any such injury damages, (ii) contractual liability insurance witll respect the indcinnity provisions this Agreement and otherwise, and (iii) Automobile Liability insurance
mnount not less than $500,000 per accident. All such insurance shall (a) uu:;uuence type policies and shall
not claims Inatle policies, (b) written with insurance carricr licensed business the state
 
Murylluld Hrairh Cnnneuinn ociuract
 
Maryland with A.M. Best rating A-, VII better, (c) name the Team and its respective partners,
employees, contractors and other representatives additional insured, (tl) writuen payable the
insured parties their respective interests may appear, and (e) include waiver suhrogation favor
Team. Sponsor shall deliver Tcarn least thirty (30) days the execution this Letter Agreement
complete certi cate insurance showing the required coverages, limits and additional insured wording with
language stating that Team shall provided with least thirty (30) days prior written notice any
modi cation, termination expiration any ofthe policies.
13. CONFlDEN1 lALITY TERMS: The parties hereto agree maintain con dence the speci
terms and conditions this Agreement except the extent that proposed disclosure the speci terms
conditions hereol either party required law, with respect any arbitration judicial proceeding
brought hereunder, the NFL authorized advance writing the other party.
14. NOTICES: All notices under this Agreement must writing, and shall havc been deemed have
been duly delivered when sent via fdcsixuile, registered ccrti I-nail, commercial overnight delivery
the following addresses, unless the party nclti has otherwise provided the other with written notice
its change address accordance with this section: sponsor-
Weber Shandwiok
Chuck Fitzgibbon, EVP
2809 Boston Street, Suite
Baltimore. ND) 21224 Ravens:
Baltimore Ravens Limited Partnership Winning Drive
Owings Mills, 117
Ann: President
Vice President, Corparate Sales Business Development 10-70 108. facsimile
15. GOVERNING LAW/VENUE: This Agreement shall governed and construed accordance
with the laws the suite Marylnnd, without regard choice law provisions.
I6. ARBITRATION PROVISION: With the exception equilable remedies that may sought cithcr
party court competent jurisdiction, any controversy claim uriaing out relating this Agreement, any modi cations extensions hereor, including any claim for damages rescission both shall settled binding arbitration accordance with the Ccmxnercinl Arbitraliun Rules the Arneticun Arbitration
Atitiuuiuliun AAA The arbitration shall conducted single arbitrator. mutually agreed upon
the parties. The arbitration shall take place Baltimore, Maryland. the parties cannot agree such
mbitralot, then Shall selected according the rules ofthe AAA. Iudglncnt upon the award rendered the
arhirrator(s) may entered any court having jurisdiction the-recr. The non prevailing party any arbitration
shall responsible for 1116: AAA ling fee and :rbitrator Fee,
17. ASSIGNMENT: Neither party may assign its rights under this Agreement zmy third pztny,
otherwise contract, subcontract, delegate the performance its obligations hereunder any third party
without the express prior written consentor the other party; provided, that the merger, consolidation sale
all the stock either party into, with its parent company, any other company controlled t.hc parent
company, shall not constitute assignment for purposes this Agreement. Nocvvitlistandir-lg the foregoing, the
Mltrylalld I-leans. cnnneuion Cnnuam
Ravens may, without the prior written consent Spmlsor, assign any its rights payment under this
Agreement to: (i) any subsidiary, parent other liate the Ravens; (ii) any lender other source
rinnncing for the Ravens (or any subsidiary, pnrent other nmliate) any trustee therefore collateral
other security for such nancing, whether security agreement, collateral assignment otherwise. BINDING AGREEMENT: This Agrcsemcnt shall binding all parties upon execution.
19. CONIPLIANCE WITH LAWS: Each party will perform its obligations under this Agreement
coniplinnce with all applicable laws, orders regulations ofnll appropriate jurisdictions.
20. FORCE MAJEURE: The Ravens shall use reasonable efform provide the Products and Services
described herein; provided, however, where any bene provided Sponsor under the Agreement
prevented guidelines restrictions the NFL established subsequent the date this Agreement,
changes game schedules locations, technical mechanical difficulties, precmptions, strikes, lock outs.
labor displlbes, boycotts, riots, war national emergencies disasters, terrorist acts threats terrorist, acts,
governmental restrictions, acts God, any other cause beyond the control the Ravens, then the
pcrforlnance such benefit shall excused, and the Ravens shall, Lbs Ruvcnsli option, either refund
Sponsor the reasnnable value Sponsor such performance bene substitute another performance
bene comparable value reasonably acceptable sponsor.
21. ENTIRE AGREEMENT: This Agreement, including Exhibit and Exhibit contains the entire
Agreement the parties relating the subject matter contained herein. This Agreement shall supersede all
previous ccinrnuniesticns, representations, agreements, whcthcr verbal written between the parties hereto.
22. COUNTERPART: This Agreement may executed any number countisrpsi-ls, cach which
shall deemed original and all which uaken together shall constitute but one and the same
instrument, The execution counterpart the signature page this Agreement shall doc:-l-lcd the
execution ufa cuu.nterpa.rL this Agreement.
23. APPROVALS: Notwithstanding nnythinghcrein contained the contrary, all approvals the Ravens herein provided shall not unreasonably withheld, delayed conditioned.
W1-l1 REl



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