EXHIBIT 10.1
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MASTER STRATEGIC RELATIONSHIP AGREEMENT
THIS MASTER STRATEGIC RELATIONSHIP AGREEMENT (this "Agreement") is made and
entered into this 25th day of May, 2000, by and between New England Patriots
L.P. (hereinafter "The Patriots"), a Delaware limited partnership with offices
at Foxboro Stadium, 60 Washington Street, Foxboro, MA 02035, and SimPlayer.com,
Inc. (hereinafter "SimPlayer"), a Delaware corporation with offices at 91
Montvale Avenue, Stoneham, MA 02180-3616:
WITNESSETH:
WHEREAS, The Patriots and SimPlayer desire to work together to define
and to market football applications using SimPlayer technology;
NOW, THEREFORE, The Patriots and SimPlayer, intending to be legally
bound, hereby agree as follows:
1. STRATEGIC RELATIONSHIP
1.1. SCOPE OF WORK. This Agreement sets forth the terms and
conditions applicable to projects identified by the parties
which may be performed by the parties pursuant to one or more
Work Statements.
1.2. ADVISORY BOARD. An Advisory Board will be established by The
Patriots and will include two individuals selected from The
Patriots' management, a statistician, coach, player and scout
and will assist SimPlayer with product definition, features
and functionality for football applications of the SimPlayer
technology. The Patriots will ensure that appropriate releases
and assignments have been obtained from its employees and all
participants in the Advisory Board, or others who are involved
in the definition of Work Statements, sufficient to achieve
the purpose of this Agreement and to comply with its terms (an
example of such an assignment is attached for your
convenience). The Advisory Board will meet at Foxboro Stadium
at least once, or more frequently if desired by the Patriots,
to provide feedback on definition, features and functionality.
The first meeting will be scheduled upon the execution of the
first Work Statement by the parties.
1.3. PROGRESS CONFERENCES. The parties shall confer monthly, or at
other times specified in the Work Statement, regarding the
progress of the work required under each Work Statement, any
anticipated problems (resolved or unresolved), and any
indication of delay in fixed or tentative schedules.
1.4. MARKETING. SimPlayer will create an area at eSportsPlus.com to
promote the Work Product and use commercially reasonable
efforts to provide promotional opportunities for the Work
Product, provided that SimPlayer shall have obtained any
licenses required for such promotions. The Patriots will use
reasonable efforts to leverage their traditional marketing
abilities in advertising, broadcast and traditional print
media for the exposure, success, and market acceptance of the
Work Product. They will also use reasonable efforts to notify
all members of The Patriots email lists of the availability of
Work Product. Additional marketing activities may be detailed
in the Work Statement.
1.5. TRAFFIC REPORTS. SimPlayer shall provide monthly traffic
reports to The Patriots including the number of unique
visitors, frequency of repeat visits, product downloads,
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and time spent in specified components. The parties shall
agree upon the form and format of such requests.
2. WORK STATEMENTS
2.1. DEFINITION OF PROJECTS. Each Work Statement shall be effective
only when signed by both parties. References to this Agreement
shall include any Work Statements in effect from time to time.
A Work Statement is a project description which refers to this
Agreement, describes work to be done pursuant to this
Agreement, and identifies the Work Product to be produced
thereunder. "Work Product" shall mean football related
applications newly developed pursuant to a Work Statement
hereunder.
2.2. FORMAT AND TERMS. Except for minor tasks which may be
addressed in summary form, each Work Statements will conform
to substantially the following format:
(a) The Work Statement shall be entitled "Work Statement
No. [__] under Master Strategic Relationship Agreement,
dated [_________]." The contents of the Work Statement
may be included in the body of the Work Statement, or
in separately signed Attachments, as the parties
consider most practical. The Work Statement shall
include a provision for the dated signatures of
authorized representatives of both parties. Principal
terms of the Work Statement generally will include:
(i) A description of the work to be done and
specifications of the expected Work Product.
(ii) Each Work Statement shall identify the services,
functions, and other resources to be provided by
each party in order for the tasks specified in
such Work Statement to be performed, including,
without limitation development, technical
support and marketing services.
(iii) The Work Statement will identify the responsible
party to acquire trademark or licensing rights
and the agreed upon allocation of license fees.
Any licenses of Patriots Content (as defined
below) would be explicitly enumerated in the
Work Statement.
(iv) Third-party services, equipment and facilities
(if any) required to be obtained.
(v) Intended host site (which, unless otherwise
agreed by the parties will be patriots.com) and
links between the sites to developed
applications, and appropriate licenses where
necessary.
(vi) Whether proposed Web pages will use Work Product
as the "main purpose" or in "a lesser way," for
the purposes of Section 5.1 hereof.
(vii) Target time schedules and delivery dates.
(viii) Completion criteria, quality testing, and
reports.
(ix) Marketing plan and joint marketing activities
for Work Product.
(x) Contact information for a designated contact
person at each party.
2.3. TYPES OF WORK. It is expected that the project that SimPlayer
will undertake pursuant to one (1) or more Work Statements
will initially relate to a Pre/Post game analysis tool.
2.4. ADOPTION OF WORK STATEMENTS; CHANGES. Work Statements, changes
to Work Statements, and amendments to this Agreement shall be
effective only if in a writing
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accompanied by dated signatures of authorized representatives
of both parties. Replacement pages initialed and dated by
authorized representatives of both parties will be sufficient
for that purpose. Unless otherwise indicated, a change or
amendment shall be effective once signed by both parties.
3. PERFORMANCE
3.1. REASONABLE EFFORTS. The parties agree to use commercially
reasonable effort to perform the tasks assigned and to
complete the Work Product and marketing efforts specified in
each applicable Work Statement.
3.2. TARGET DATES. Scheduled performance dates are estimates only.
Both parties recognize that such dates are dependent on
development, resource availability, funding, assistance, and
other factors that may cause dates to shift or interfere with
completion.
4. CONTRACT ADMINISTRATION
4.1. PRINCIPAL CONTACTS. The parties will designate and maintain
Principal Contacts for purposes of all work and business
between them concerning this Agreement and all notices
required or permitted hereunder. The Principal Contact for The
Patriots shall drive creative direction, manage work order
delivery, and provide timely reviews and approvals, including
providing branding and style guides for approved use of The
Patriots' trade name, trademarks, service marks and associated
graphics. These initially will be:
For SimPlayer:
Principal Contact: Elaine LeBlanc
Business Phone: (781) 481-9120 x2101
Business Mailing Address: 91 Montvale Avenue
Stoneham, MA 02180-3616
For The Patriots:
Principal Contact: Fred Kirsch
Business Phone: (508) 543-5001
Business Mailing Address: Foxboro Stadium
60 Washington Street
Foxboro, MA 02035
4.2. AUTHORIZATIONS. The signature or initials of the Principal
Contacts on Work Statements or changes or amendments to Work
Statements shall be deemed the authorized signature of the
respective party.
4.3. REPLACEMENT OF PRINCIPAL CONTACT. If either party decides at
any time to replace the person serving as its Principal
Contact, it may do so by written notice to the other party.
4.4. NOTIFICATION. Any notice under this Agreement shall be deemed
given if sent by courier, facsimile or mail, directed to the
principal contact of the party being notified.
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5. REVENUE SHARING
5.1. ADVERTISING REVENUE. As between the parties, SimPlayer will
have the exclusive right to sell advertising on the
eSportsPlus.com site. As between the parties, The Patriots
shall have the exclusive right to sell advertising on
patriots.com. SimPlayer will receive [ * ] from advertising
served on patriots.com from pages in which Work Product is the
main purpose of the Web page. If a component or application is
used in a lesser way, the revenue to SimPlayer will be reduced
based on the relative value of the Work Product to the page.
If eSportsPlus.com uses advertising in its site, then
SimPlayer will pay [ * ] from advertising served on
eSportsPlus.com from the pages in which Work Product is the
main purpose of the Web page. If a component or application is
used in a lesser way, the revenue to The Patriots will be
reduced based on the relative value of the Work Product to the
page. For the purposes of this Section 5.1, the term
"advertising" does not include "sponsorships" as described in
Section 5.2 below.
5.2. SPONSORSHIPS. For sponsorships sold specifically in connection
with Work Product, SimPlayer and The Patriots will split all
sponsorship revenues [ * ] going to the party that actually
sells the sponsorship) for sponsorships hosted on
patriots.com, or on eSportsPlus.com if the Work Product
contains Patriots Content (as defined below). SimPlayer will
pay The Patriots [ * ] for Work Product hosted on
eSportsPlus.com in a football application that does not
contain Patriots Content. "Patriots Content" shall mean
statistics, logos, photographs, trademarks, trade names,
service marks and any other intellectual property, owned by
The Patriots and licensed to SimPlayer by The Patriots.
5.3. RESELLING OF WORK PRODUCT - SimPlayer will pay [ * ] from the
sale or licensing of Work Product to third parties.
5.4. AUDIT RIGHTS. Each party will have the right, at its expense
(except as provided below) to audit the other party's books
and records for the purpose of verifying advertising and
sponsorship revenues. Such audits shall be made not more than
once per year, on not less than ten (10) work days written
notice, during regular business hours, by auditors reasonably
acceptable to the audited party. If the auditor's figures
reflect revenues higher than those reported, the audited party
will pay the difference. Alternatively, if the auditor's
figures reflect revenues lower than those reported by the
audited party, the auditing party immediately will reimburse
the audited party for the difference. In addition, if the
auditor's figures exceed the revenues reported by the audited
party by more than ten percent (10%), the audited party will
also pay the reasonable cost of the audit.
5.5. RESPONSIBILITY FOR EXPENSES. Except for the payments to which
either party may be entitled as stated in a Work Statement,
each party will be responsible for its own expenses incurred
in rendering performance.
5.6. PAYMENT. The fees due hereunder shall be payable within
fifteen (15) calendar days following the close of each
calendar quarter. Late payments will be subject to interest at
the rate of one and one half percent (1.5%) per month, or, if
lower, the maximum rate allowed by law.
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* Confidential information omitted and separately filed with the Securities and
Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended.
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6. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
6.1. RIGHTS IN WORK PRODUCT. All Work Product developed hereunder
(excluding any Patriots Content included therein) and all
Intellectual Property Rights in the Work Product shall be
owned by SimPlayer. "Intellectual Property Rights" shall mean
any rights under patent, semiconductor chip protection,
copyright, trade secret, trademark or similar laws throughout
the world.
6.2. GENERAL KNOWLEDGE IMPARTED. Each party shall be entitled to
use, disclose and otherwise employ without restriction or
liability any ideas, concepts, know-how, methods, techniques,
processes, skills, concepts and adaptations, or the functional
or operational requirements or specifications of any business
activity, and neither party shall assert against the other
party (or others acting by or under authority of the other
party) any prohibition or restraint from doing so.
6.3. FURTHER ASSURANCES. Each party agrees to take such action and
execute, or cause its employees, agents and contractors to
execute, such further instruments as may be necessary to give
effect to the ownership provisions of this Agreement.
6.4. TRADEMARKS. Nothing in this Agreement shall be deemed to give
SimPlayer any rights to use Patriots Content or to give The
Patriots the right to use SimPlayer's Intellectual Property
Rights without explicit licenses thereto either in a Work
Statement or in a separate agreement. Simplayer acknowledges
and agrees that any licenses to Patriots Content explicitly
granted in a written Work Statement shall be subject to The
Patriots prior creative approval.
6.5. EXCLUSIVITY. Work Product shall not be used or re-commissioned
for a football related use with a different party except as
contemplated herein or approved by both parties in writing.
Approval shall not be unreasonably withheld and the parties
agree to negotiate revenue sharing for football related uses
of the Work Product in good faith. Nothing herein shall limit
SimPlayer from using any technology for non-football
applications or from using any applications or components
which were developed by SimPlayer independent of this
Agreement (such as components in use in SimPlayer's baseball
applications) for any applications.
6.6. PUBLICITY. Neither party shall publicly disclose the fact of
or the terms of this Agreement except as required by law or
once agreed upon by the parties in the form of a press
release.
6.7. EXCLUSIVE STATEMENT OF RIGHTS AND OBLIGATIONS. This Section 6,
and Section 7 with regard to confidentiality, provide the
exclusive statement of the parties' respective rights and
obligations under this Agreement with respect to Intellectual
Property Rights. Except as expressly stated in this Section 6
or as expressly provided for in a Work Statement, nothing in
this Agreement or any course of dealing between the parties
will be deemed to create a license from either party to the
other of any Intellectual Property Right, whether by estoppel,
implication or otherwise.
7. CONFIDENTIALITY
7.1. "CONFIDENTIAL INFORMATION" "Confidential Information" shall
include only the information exchanged by the parties in
accordance with Section 7.2, provided, however that in no
event shall Confidential Information include, and the
obligations provided hereunder shall not apply to, information
that: (a) is now or subsequently becomes generally available
to the public through no fault of the recipient; (b) recipient
can demonstrate was rightfully in its possession prior to
disclosure by the other party; (c) is independently developed
by the recipient without the use of any Confidential
Information provided by the other party; (d) recipient
rightfully obtained or obtains from a third party
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who has the right, without obligation to the other party, to
transfer or disclose such information; (e) is released or
approved for release by the other party without restriction;
or (f) is inherently disclosed in the use, lease, sale, or
other distribution of any present or future product or service
produced by, for or under authorization of either party or in
publicly available supporting documentation for any such
product or service.
7.2. EXCHANGES OF CONFIDENTIAL INFORMATION. All exchanges of
Confidential Information shall be made by or under the
supervision of the parties' Principal Contacts. Confidential
Information may be disclosed orally or in writing. As part of
the oral disclosure of Confidential Information, the
information considered confidential and the confidentiality
thereof shall be reasonably identified by the party disclosing
such information and, within ten (10) work days after
disclosure, the Confidential Information included in such
disclosure shall be summarized in writing and such summary
shall be delivered to the Principal Contact for the recipient.
Written disclosures of Confidential Information shall be
conspicuously legended "Confidential Information" (or terms of
similar meaning) and shall provide reasonable identification
of the information considered confidential. The parties
acknowledge and agree that Confidential Information of either
party shall not be disclosed to the Advisory Board and that
nothing shall be received from the Advisory Board subject to
any obligation of confidence or restriction on use.
7.3. CARE AND PROTECTION. During the term of this Agreement and for
a period of one (1) year following its expiration or
termination, each party shall protect the other party's
Confidential Information with reasonable effort using the same
standard of care that applies to its own similar Confidential
Information.
7.4. EXCEPTIONS. Either party may use or disclose the other party's
Confidential Information if required by any request or order
of any government authority, or otherwise as required by law,
or as necessary to establish and enforce that party's rights
under this Agreement. Before disclosing the other party's
Confidential Information for such purpose, reasonable effort
must be made to notify the other party of the circumstances,
and the parties shall cooperate with each other to obtain
protection for the confidentiality thereof to the extent
available.
7.5. SECURITIES LAW RESTRICTIONS. Notwithstanding the foregoing,
the parties acknowledge that there maybe situations where the
parties will share with the Advisory Board certain material
non-public information about SimPlayer and that distinct from
the other provisions of this Section 7, each Advisory Board
member will be required to confirm to SimPlayer that it will
not use such information in any manner prohibited by U.S.
securities laws.
8. LIMITATIONS
8.1. DISCLAIMER OF WARRANTIES. All Work Product is provided "AS
IS," without warranty of any kind, including (without
limitation) any warranty of title, merchantability, against
infringement or fitness for a particular purpose. Descriptions
or specifications of deliverables shall constitute project
objectives and not express warranties.
8.2. LIMITATION OF LIABILITY. Unless otherwise expressly stated in
a Work Statement, the sole remedy for any delay or deficiency
in performance of any service or delivery obligation shall be
termination of the applicable Work Statement without further
recourse or claim.
8.3. EXCLUSION OF CERTAIN DAMAGES. IN NO EVENT SHALL EITHER PARTY
BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES, LOSS OF PROFITS, LOSS OF USE OF DATA OR INTERRUPTION
OF BUSINESS, WHETHER SUCH ALLEGED DAMAGES ARE ALLEGED IN TORT,
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CONTRACT OR INDEMNITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. This limitation shall not
apply to damages associated with the infringement or
unauthorized use of Intellectual Property Rights.
9. INDEMNIFICATION
9.1. SIMPLAYER INDEMNIFICATION. SimPlayer shall defend, at its
expense, The Patriots from and against any third party claims
alleging that portions of the Work Product supplied by
SimPlayer infringe any (i) registered trademark, (ii)
copyright, or (iii) trade secret, and shall indemnify The
Patriots against all damages payable as part of a final
judgement or settlement thereof. The indemnification
obligation of this Section 9.1 shall not apply to any claim
arising out of portions of the Work Product supplied by The
Patriots or made to meet The Patriots' specifications, or
implementations of ideas or materials provided by the Advisory
Board.
9.2. THE PATRIOTS INDEMNIFICATION. The Patriots shall defend, at
its expense, SimPlayer from and against any third party claims
alleging that portions of the Work Product supplied by The
Patriots infringe any (i) registered trademark, (ii)
copyright, or (iii) trade secret, and shall indemnify
SimPlayer against all damages payable as part of a final
judgement or settlement thereof.
9.3. NOTICE, CONTROL AND COOPERATION. In the event that a party
seeks indemnification pursuant to this Section 9 from or
against the assertion of any claim by a third person, the
indemnifying party shall give prompt notice to the other
party. Notwithstanding this Section 9, neither party is under
any obligation to indemnify the other party unless the
indemnifying party has sole authority to conduct the trial or
settlement of such claim or any negotiations related thereto
and the indemnified party provides reasonable information and
assistance in connection with such claim or suit. In the event
of a claim for which indemnification may be claimed hereunder,
the indemnifying party may, at its election, remove or require
the indemnified party to remove the Work Product which is the
subject of the infringement claim.
9.4 SOLE OBLIGATIONS. The Sole and exclusive obligations of either
party for claims of intellectual property infringement shall
be limited to the obligations set forth in this Section 9.
10. TERM OF AGREEMENT
10.1. TERM. This Agreement shall be effective upon the date
specified at the beginning of this Agreement, and shall remain
in force until August 1, 2001, unless otherwise terminated as
provided herein; provided, however, this Agreement shall
continue to remain in effect with respect to any Work
Statement entered into hereunder until such Work Statement is
itself terminated or performance thereunder is completed. This
Agreement shall automatically renew for successive 12 month
periods unless either party gives written notice at least
thirty (30) days prior to the end of the term then in effect
of its desire to terminate the Agreement at the end of such
term.
10.2. TERMINATION OF WORK STATEMENTS. Either party may terminate an
individual Work Statement upon thirty (30) days written notice
of a breach thereunder if during such period the breach has
not been remedied.
10.3. SURVIVAL. Notwithstanding any termination of this Agreement or
a Work Statement, the provisions of Sections 4, 5, 6, 7, 8, 9,
10 and 11 shall survive the termination of this agreement,
provided that the provisions of Section five shall terminate
on the second anniversary of the termination of this
Agreement, or, at such other time as may be specified in a
particular Work Statement.
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11. MISCELLANEOUS
11.1. FORCE MAJEURE. Either party shall be excused from delays in
performing or from its failure to perform hereunder to the
extent that such delays or failures result from causes beyond
the reasonable control of such party; provided that, in order
to be excused from delay or failure to perform, such party
must act diligently to remedy the cause of such delay or
failure.
11.2. NO AGENCY. Neither party shall be construed to be an agent or
acting as the agent of the other in any respect, any other
provisions of this Agreement or any Work Statements issued
hereunder notwithstanding.
11.3. AFFILIATES. In undertaking and performing their respective
obligations under this Agreement, each party shall be entitled
to act through or on behalf of its Affiliates, and shall be
entitled to sublicense or assign its rights and obligations
under this Agreement to its Affiliates, in whole or in part,
provided that the party so doing shall remain responsible to
the other party for the full performance of any such
obligations as required by this Agreement. "Affiliate" shall
mean any corporation, partnership or other entity which
controls, is controlled by, or is under common control with
such party, and for such purpose "control" shall exist
whenever there is an ownership, profits, voting or similar
interest (including any right or option to obtain such an
interest) representing at least 50% of the total interests of
the pertinent entity then outstanding.
11.4. SEVERABILITY. If any provision of this Agreement is held to be
invalid, the other provisions will not be affected to the
greatest extent possible consistent with the parties' intent.
11.5. MULTIPLE COUNTERPARTS. This Agreement may be executed in
several counterparts, all of which taken together shall
constitute one single Agreement between the parties.
11.6. SECTION HEADINGS; EXHIBITS. The section and subsection
headings used herein are for reference and convenience only,
and shall not enter into the interpretation hereof. The
exhibits referred to herein and attached hereto, or to be
attached hereto, including all Work Statements issued
hereunder from time to time, are incorporated herein to the
same extent as if set forth in full herein.
11.7. REQUIRED APPROVALS. Where agreement, approval, acceptance, or
consent by either party is required by any provision of this
Agreement, such action shall not be unreasonably delayed or
withheld.
11.8. COMPLIANCE WITH LAW.
(a) Each party agrees to comply with all applicable laws,
regulations, and ordinances relating to their
performance hereunder.
(b) The parties agree to cooperate with each other, at
SimPlayer's expense, in their efforts to obtain
available protection for any Intellectual Property
Rights under foreign laws and to secure such
certifications, registrations or licenses as may be
appropriate for the protection of the same in any
foreign country.
(c) Neither party will knowingly export or re-export,
directly or indirectly, any technical data (as defined
by the U.S. Export Administration Regulations) produced
or provided under this Agreement, or export or
re-export, directly or indirectly, any direct product
of such technical data, including software, to a
destination to which such export or re-export is
restricted or prohibited by U.S. or non-U.S. law,
without obtaining prior authorization from U.S.
Department of
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Commerce and other competent government authorities to
the extent required by those laws.
11.9. NO WAIVER. No delay or omission by either party hereto to
exercise any right or power occurring upon any noncompliance
or default by the other party with respect to any of the terms
of this Agreement shall impair any such right or power or be
construed to be a waiver thereof. A waiver by either of the
parties hereto of any of the covenants, conditions, or
agreements to be performed by the other shall not be construed
to be a waiver of any succeeding breach thereof or of any
covenant, condition, or agreement herein contained. Unless
stated otherwise, all remedies provided for in this Agreement
shall be cumulative and in addition to and not in lieu of any
other remedies available to either party at law, in equity, or
otherwise.
11.10. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of
Massachusetts.
11.11. DISPUTE RESOLUTION. Each party agrees that, unless otherwise
required in order to comply with deadlines under the law, it
will not file action or institute legal proceedings with
respect to any dispute, controversy, or claim arising out of,
relating to, or in connection with, this Agreement, until:
(a) it has given the other party thirty days prior written
notice of its grievance; and
(b) the other party has failed to provide a prompt and
effective remedy as determined by the aggrieved party
in its sole discretion.
11.12. ENTIRE AGREEMENT. This Agreement and the exhibits annexed
hereto, together with the Work Statements issued from time to
time hereunder, constitute the entire agreement between the
parties. No change, waiver, or discharge hereof shall be valid
unless it is in writing and is executed by the party against
whom such change, waiver, or discharge is sought to be
enforced.
11.13. NO ASSIGNMENT. Except as explicitly provided in Section 11.3,
neither party may, without the prior written consent of the
other party, assign or transfer this Agreement or any
obligation incurred hereunder, except by merger,
reorganization, consolidation, or sale of all or substantially
all of such party's assets. Any attempt to do so in
contravention of this Section shall be void and of no force
and effect.
IN WITNESS WHEREOF, The Patriots and SimPlayer have caused this Agreement to be
signed and delivered by their duly authorized officers, all as of the date first
hereinabove written.
NEW ENGLAND PATRIOTS L.P. SIMPLAYER.COM, INC.
By: /s/ Fred Kirsch By: /s/ Elaine R. LeBlanc
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Title: Director of Interactive Media Title: Executive Vice President
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Defined Terms
Affiliate Section 11.3
Confidential Information Section 7.1
Intellectual Property Rights Section 6.1
Patriots Content Section 5.2
SimPlayer Page 1
The Patriots Page 1
Work Product Section 2.1
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May __, 2000
SimPlayer.com, Ltd.
91 Montvale Avenue, 3rd Floor
Stoneham, MA 02180-3616
Re: Advisory Board Confidentiality Assurance and Confirmation of Assignment
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Ladies and Gentlemen:
As a participant on the Advisory Board created pursuant to the Master
Strategic Relationship Agreement between The New England Patriots L.P. ("The
Patriots") and SimPlayer.com, Inc. ("SimPlayer"), in consideration of and as a
requirement to my participation on the Advisory Board, I hereby confirm as
follows:
(a) I am aware that I may on occasion become temporarily privy to
material non-public information regarding SimPlayer, including, but not limited
to, information regarding products of SimPlayer for which no public announcement
has been made, and I agree that I will not use such information in any way which
would violate U.S. securities laws; and
(b) I agree to assign, and hereby transfer and assign, to SimPlayer all
rights, title and interests in any intellectual property that results from my
participation in the Advisory Board, and I agree that at the request and expense
of SimPlayer, I shall take any actions reasonably requested by SimPlayer to
secure and protect its rights to such intellectual property and to verify that I
have waived any rights, including moral rights, I might have in such property.
Nothing herein shall be construed to give SimPlayer any rights in any
copyrights, trademarks, or other analogous proprietary rights which are
currently or may be in the future owned by The Patriots.
Sincerely,
Signature_____________________________________________________
Name (printed):_______________________________________________
