Our research into a wide variety of procurement issues and contractual agreements takes us into some interesting detail. We are all familiar with sporting venues being named after a sponsoring organisation. We have been reading the agreement for the San Jose Sharks, a professional hockey team and member club of the National Hockey League. The contract started in 2000.

Who won the naming rights?
               Hewlett-Packard won the naming rights.

What was the term of the contract?
               15 years with the option to extend for 3 years.

Were there definitions?
               Yes, including “event” which means any non-game presentation, including, but not limited to, concerts, athletic events, theatrical productions, shows, public gatherings, or any other scheduled happenings, taking place at the venue.

Printed materials?
              The scope of this contractual provision is for reacting and says that the venue marks will be incorporated and used in the printed business, marketing, promotional and press materials of the venue. This includes, without limitation, letterheads, game and event tickets, directories, VIP, team, employee and staff credentials, building and security passes, and other forms of documentation.

What did the naming rights cost?
               The annual fee was $3.25m.

Did intellectual property have a role?
               Yes, and they included “Ownership of Venue Marks”. The agreement stated, “The parties agree that SAP shall own all right, title and interest on the venue marks, including, without limitation, the trademarks and copyrights associated thereafter.” SAP will license or acquire from the creator(s) of the logo’s “artist’s design” sufficient rights, included but not limited to right in any copyright, to permit unrestricted use of the trademarks associated with the venue marks.

What role did force majeure have in the contract?
               It has a significant role in the contract. The wording is well worth studying by procurement specialists. The skill in drafting a force majeure clause is tailoring it to specific circumstances. Essentially, if performance is prevented, restricted or interfered with by reason of any event beyond the reasonable control of the parties, included but not limited to (BFL Comment: the force majeure events are wide ranging.) fire, flood, epidemic, earthquake, explosion, act of god or public enemy, riot or civil disturbance, strike, labour dispute, war, terrorist threat or activity, any government law, order or regulation, or order of any court or jurisdiction. There are complexities in the force majeure clause that are worth studying.

               Can we help you?

               We have extensive contract drafting experience, often in novel situations. We also review existing contracts and advise on renegotiation. Give us a call on 01744 20698, or drop Ray Gambell an email at r.gambell@brianfarrington.com.