Advisory Agreement.docx

1、Advisory Agreement顾问合同（英文）ADVISORY AGREEMENTCONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THESECURITIES AND EXCHANGE COMMISSIONASTERISKS DENOTE SUCH OMISSIONThis Agreement is entered into as of _(M,D,Y) (the EFFECTIVE DATE) by and among _ (_(NAME), AAA (AAA) and BBB, INC., a _(STATE) C

2、ORPORATION (BBB) and provides as follows:BBB desires to contract with _(NAME) for certain services and to obtain from _(NAME) certain content for distribution through its sports-oriented online service currently located at universal resource locator http:/_ (the BBB SERVICE), and _(NAME) is willing

3、to render such services, on the terms and conditions set forth herein. For and in consideration of the mutual terms and conditions set forth in this Agreement, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:1. TERM. The term of this Agreement shall be as set f

4、orth in EXHIBIT A (the TERM).2. SERVICES, RIGHTS & CONTENT. BBB end _(NAME) agreeto create a designated area of the BBB Service as the exclusive _(NAME)-authorized web site that features content to be provided by or on behalf of _(NAME) (hereinafter, the _(NAME) WEB SITE). The _(NAME) Web Site will

5、be hosted and operated by BBB on BBBs servers at a World Wide Web address (the _(NAME) URL) mutually agreed upon by the parties as may be adopted from time to time (tentatively, _(NAME).com), and shall contain prominent links to the BBB Service. As more fully set forth herein, _(NAME) agrees to full

6、y provide the content and perform the services outlined herein including but not limited to the services and content set forth on EXHIBIT B.3. EXCLUSIVITY. During the Term, and subject to any rights granted to the NBA pursuant to the NBAs Group Licensing Agreement (_(NAME) and AAA hereby acknowledge

7、 that, as of the Effective Date, _(NAME) has opted out of and is not currently subject to the NBA Group Licensing Agreement) or any other rights granted to the NBA pursuant to _(NAME)s contract with the Chicago Bulls, _(NAME) shall not be employed by, act as a consultant to, provide any content, cha

8、t sessions, information, products (including but not limited to merchandise and memorabilia) or services to, or otherwise render services of any nature for or on behalf of, any internet or World Wide Web (including but not limited to ESPN SportsZone, CNN/Si, Sporting News, NBC Sports, FoxSports, etc

9、.), commercial online (including but not limited to Microsoft Newtork, FFF, CompuServe, etc.), electronic or similar service (regardless of whether such service is accessible through the Internet or otherwise). In addition, as more fully set forth herein, _(NAME) hereby grants BBB an exclusive, worl

10、d-wide license both online and off- line, to create the official _(NAME) Fan Clubs (as defined herein); however, that the foregoing shall not prohibit any of the sponsors listed on EXHIBIT D attached hereto (each, a _(NAME) ENDORSEMENT COMPANY) from distributing information, advertising, or product

11、samples to _(NAME) fans so long as such activities are not reasonably construed to be in the nature of Fan Club activities in order to avoid confusion in the marketplace and to avoid adversely affecting the effectiveness of the _(NAME) Fan Clubs. _(NAME) understands and agrees that BBB shall not be

12、prevented nor barred from retaining other persons or entities to provide services of the same nature or similar nature as those described herein or of any nature whatsoever. BBB acknowledges that the _(NAME) Endorsement Companies, WorldCom (in particular, with respect to Internet access services) an

13、d the NBA may have certain marketing rights that may extend to the Internet and which rights shall not be considered a breach of this Agreement; provided, however, under no circumstances may those rights include the creation of a Web site containing and content similar to the _(NAME) Information or

14、have the same look and feel of the _(NAME) Web Site nor any interviews, chat sessions, or other services as provided herein.4. PROMOTION. _(NAME) shall use his best efforts to (i) secure from his corporate sponsors and endorsers promotion of the _(NAME) Web Site in all print, direct mail, radio and

15、television advertisements, infomercials, and other traditional, electronic and online marketing and promotional vehicles used by such sponsors and endorsers to promote _(NAME), including arranging to have the _(NAME) URL displayed on hanging tags on _(NAME)s endorsers or licensees signature line of

16、apparel and/or equipment, and any books and documentaries; and (ii) mention the _(NAME) Web Site and _(NAME) URL in all appropriate interviews and appearances of _(NAME) (the PROMOTIONAL EFFORTS). The Promotional Efforts shall prominently feature the lordan URL followed by the promotional statement

17、a BBB Powered Web Site or other similar language designated by BBB, and display the _(NAME) URL, as may be adopted from time to time. BBB will actively promote the _(NAME) Web Site both within the BBB service and on other Web sites consistent with BBBs promotion of its other superstar Web Sites.5. S

18、PONSORSHIP/ENDORSEMENT CONFLICTS.(a) BBB agrees and acknowledges that AAA and _(NAME) shall have the right to approve, in their absolute discretion, any third- party corporate sponsorships for the _(NAME) Web Site, and that any use of _(NAME)s name and likeness in connection with any third-party cor

19、poration or sponsor is subject to prior written approval by _(NAME) and AAA, based upon _(NAME)s pre-existing Agreements with _(NAME) Endorsement Companies. In the event AAA or _(NAME) disapproves any third-party corporate sponsorship, AAA or _(NAME), as applicable, shall provide BBB with AAAs and/o

20、r _(NAME)s reasons in writing. However, BBB acknowledges that there will be certain situations where, due to pre-existing third party agreements or in _(NAME)s sole discretion, _(NAME) cannot or will not grant approval to certain products, sponsorships and/or advertising in connection with the _(NAM

21、E) Web Site. Further, BBB agrees that it will not under any circumstances negotiate with, enter into any Agreement with or otherwise consult with any of the _(NAME) Endorsement Company Major Direct Competitors listed on Exhibit E attached hereto to advertise, promote or market the _(NAME) Web Site.

22、BBB agrees to work with _(NAME) and AAA to ensure that there shall be no ambush marketing by other than _(NAME) Endorsement Company third-party corporate partners in connection with the _(NAME) Web Site;(b) BBB acknowledges that _(NAME) has entered into and will enter into certain third party agreem

23、ents with _(NAME) Endorsement Companies relating to the food and beverage, sporting goods, telecommunications and apparel industries (collectively the _(NAME) THIRD PARTY AGREEMENTS). Notwithstanding any provision contained in this Agreement to the contrary, BBB agrees that it will not take any acti

24、on nor fail to take any action, as applicable under the circumstances, in connection with marketing, promoting, advertising and operating the _(NAME) Web Site and marketing, promoting, advertising and selling _(NAME) Merchandise which would violate or otherwise interfere with the terms and condition

25、s of any existing or any future _(NAME) Third Party Agreement (a MARKETING CONFLICT), but only to the extent that BBB has been given prior written full disclosure of the material terms and conditions that create any such Marketing Conflict. _(NAME) and BBB will mutually agree upon procedures for the

26、 disclosure by _(NAME) to BBB of such information as is necessary, for BBB to comply with the foregoing. BBB will, as soon as technologically and commercially feasible following BBBs receipt of notice of a Marketing Conflict, take or refrain from taking such action, as applicable under the circumsta

27、nces, so as to otherwise comply with the terms and conditions of the _(NAME) Third Party Agreements; provided, however, that BBB shall have a reasonable period of time within which to deplete any existing inventory or inventory to which BBB is contractually obligated as of the date of receipt of not

28、ice of any Marketing Conflict. To the extent that BBB violates a restriction in a _(STATE)(NAME) Third Party Agreement because BBB did not have written notice of such restriction, BBB shall not be deemed in breach of this Agreement to the extent that it promptly comes into compliance with such restr

29、iction, subject to BBBs right to deplete inventory as describe above, following written notice of such violation and such other disclosures as required by this section. BBB shall be solely responsible for contracting with the appropriate parties having rights under any _(NAME) Third Party Agreement

30、in the event that BBB desires to purchase _(NAME) Merchandise from such third party, and _(NAME) shall have no obligations in connection therewith except as otherwise expressly provided herein.6. CONSIDERATION. In full consideration for _(NAME)s services under this Agreement, BBB will pay _(NAME) pursuant to the terms outlined in EXHIBIT C.7. GRANT OF LICENSE. _(NAME) hereby grants to BBB the following licenses:a) CONTENT. Subject to any rights granted to the NBA pursuant to the Group Licensing Agreement and any rights granted by _(NAME) to _(NAME) Endorsement Companies _