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    Exhibit B

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    CONFIDENTIAL EXECUTION COpy

    OPERATING AGREEMENTOF

    WOMEN'S SOCCER, LLC

    Dated as of January 28, 2008

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    TABLE OF CONTENTSArticle I AGREEMENT TO OPERATEANDMANAGE TEAM IN HOME TERRITORY 1Article II DUTIES, RESPONSIBILITIESANDRIGHTS OFTHEMEMBER 1

    2.1 General 12.2 Representations and Warranties 12.3 Management Services and Minimum Operating Standards 22.4 Minimum Performance Standards 52.5 Operating Rights 52.6 Accounting 52.7 Confidentiality 62.8 No Agency Rights 72.9 Compliance and Notification 72.10 All-Star Game 72.11 Costs and Expenses of the Team 72.12 Insurance 72.13 Supplies and Equipment 82.14 Withdrawal/Suspension of Operations 82.15 IP License Agreements 8

    Article III DUTIES, RESPONSIBILITIES AND RIGHTS OFTHELEAGUE 93.1 General 93.2 Game Schedule 93.3 League Front Office Staffing 93.4 Supplied Equipment 93.5 Insurance 93.~6 -Confidentiality - ~ 10

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    Article IV PLAYERS 114.1 Players 114.2 Eligibility Criteria 114.3 List of Players 114.4 Player Contract. 114.5 Player Combine and Drafts 124.6 Player Negotiations and Contracts 134.7 Roster 134.8 Trades 144.9 Salaries 144.10 Insurance 14

    Article V PENALTIES AND FINES 145.1 Fines, Suspensions and Expulsions Relating to Players 145.2 Fines, Suspensions and Expulsions Relating to Non-Players 16

    Article VI HOME TERRITORY, RELOCATION AND RESTRICTIONS ON SALE 176.1 Home Territory ' 176.2 Relocation 176.3 Sale ofMember 17

    Article VII REVENUE ALLOCAnON & COMPENSATION 177.1 Revenues 177.2 Member Revenues 177.3 League Revenues 187.4 Payment Terms 197.5 Remittance of Funds 197.6 Revenue Reports. - . 19

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    Article VIII MARKETING 208.1 Authority 208.2 Marketing Strategy 208.3 Sponsorship and Television 208.4 Sponsorship Guidelines 208.5 Local Television 21

    Article IX INTELLECTUAL PROPERTY 219.1 TeamName 219.2 Assignment upon Withdrawal. 229.3 Merchandising 22

    Article X INDEMNIFICATION 2210.1 League Indemnification 22

    Article XI DISPUTE RESOLUTION 2311.1 Resolution by the Commissioner ofDisputes between League orMemberEmployees 2311.2 Resolution of Disputes between Members or between the League and a

    Member 23Article XII CONFLICT OF INTEREST 23

    12.1 Member's Good Faith Efforts 2312.2 Exclusivity 2412.3 Limitations on Member 24

    Article XIII TERMINATION 2413.1 Termination by the League 2413.2 Termination by the Member 2613.3 Effect of Termination 2613.4 SUrvival - ~ 27

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    Article XIV GENERAL PROVISIONS 2714.1 Notices 2714.2 Assignability 2714.3 Amendment of the Agreement 2714.4 Amendment of the League Rules 2714.5 Further Assurances 2714.6 Severability 2814.7 Waiver ofSubrogation 2814.8 Governing Law 2814.9 Entire Agreement; Waiver 2814.10 Interpretation and Rules of Construction 2814.11 Captions 2914.12 Successors 2914.13 Counterparts 29

    Exhibit A Operating Agreement Definitions A-IExhibit B Competition Calendar B-1Schedule I Member Home Territory Definitions S-1Schedule II Member Insurance S-2Schedule III League Insurance S-3Exhibit 2.3 Operations Manual. ' E-lExhibit 2.3(a) Guidelines for Member Business and Marketing Plans and Timelines E-2Exhibit 2.3(b) Minimum Requirements for Member Front Office Staffing E-4Exhibit 2.3(c) Minimum Television Production, Quality and Distribution Guidelines E-8Exhibit 2.3(d) Local Sponsorship Guidelines and Standards E-9Exhibit 2.3(e) 'Minimum Marketing Requirements and Local Spending Guidelines E-IO

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    Exhibit 2.3(g) Coaches' Recommendations and Guidelines E-13Exhibit 2.30) Minimum Facilities Requirements E-14Exhibit 2.3(k) Game Day Operations Guidelines and Standards E-19Exhibit 2.3(1) Minimum Ticket Prices Schedules E-20Exhibit 2.3(n) USSF Minimum Standards and Requirements E-21Exhibit 2.3(q) League Mission Statement for League and Members E-22Exhibit 2.3(r) Regular Season Games Requirements E-23Exhibit 2.3(s)(i) Form of League-Member Trademark License Agreement.. E-24Exhibit 2.3 (s)(ii) Form of Class A Members Trademark License Agreement.. E-25

    Exhibit 2.3(t) Website Principles E-26Exhibit 3.3 Guidelines and Minimum Requirements for League Front Office Staffing E-35Exhibit 4.1 Players Recommendations and Guidelines E-36Exhibit 4.2 Player Policies E-39Exhibit 4.4(a) Form of League Player Contract.. E-40Exhibit 4.5(c) Draft Mechanics E-41

    Exhibit 4.7 Roster Requirements E-43Exhibit 8.3 Strategic Marketing Plan E-44Exhibit 8.4(a) Sponsorship Guidelines E-45Exhibit 8.4(b) Marketing Agreement with Soccer United Marketing, LLC E-46Exhibit 8.4( c) Broadcast Guidelines E-47

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    RECITALTHIS OPERATING AGREEMENT (this "Agreement"), dated as of January 28, 2008

    (the "Effective Date") governs the relationship between Women's Soccer, LLC, a Delawarelimited liability company (the "League"), and Hendricks Investment Holdings, LLC, a Marylandlimited liability company (the "Member"), for the Home Territory (defined herein) of theMember as set forth on Schedule 1 . Terms used but not defined herein shall have the meaningascribed to such terms in the LLC Agreement.

    ARTICLE IAGREEMENT TO OPERATE AND MANAGE TEAM IN HOME TERRITORYThe League and the Member hereby agree that the Member shall operate a professional

    women's soccer team (a "Team") and provide Management Services (defined herein) to theLeague in connection with such operation of a Team, both on an exclusive basis within theMember's Home Territory and upon the terms and conditions contained in this Agreement,including the Exhibits attached hereto, as amended from time to time in accordance with thisAgreement (each, an "Exhibit"). Each Exhibit is incorporated herein by reference and explicitlymade a part of this Agreement. Each of the League and the Member shall use its reasonable bestefforts to discharge its obligations under this Agreement. Each Exhibit to this Agreement whichhas not been finalized and attached hereto as of the date of this Agreement (each, an "AdditionalExhibit") shall be deemed to be final and incorporated herein by reference and explicitly madepart of this Agreement upon its adoption by a Majority Vote; provided, that each such AdditionalExhibit to be submitted to the Board of Governors is reasonably satisfactory in form andsubstance to the Commissioner, the Member and each other Class A Member (each such otherClass A Member, an "Other Member" and together with the Member, collectively, the"Members"). The parties hereto agree to use their reasonable best efforts to finalize each of theAdditional Exhibits as soon as practicable after the date hereof.

    ARTICLE IIDUTIES, RESPONSIBILITIES AND RIGHTS OF THE MEMBER2.1 General. The Member shall operate a Team in the Member's Home Territory that

    will be a participant in good standing in the League and that will follow all League Rules and theterms and conditions of this Agreement.

    2.2 Representations and Warranties.(a) The Member represents and warrants that it is and each of the subsidiaries

    Controlled by the Member is:(i) duly organized, validly existing and in good standing under the laws of thejurisdiction of its organization and has all requisite power and authority and all necessary

    governmental approvals to own, lease and operate its properties and to carryon itsbusiness and the business of the Team; and

    (ii) duly licensed or qualified to do business and is in good standing in eachjurisdiction, in which the properties owned or leased by it or the operation of its business

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    makes such licensing or qualification necessary, except to the extent that the failure to beso licensed, qualified or in good standing would not adversely affect the ability ofMember to carry out its obligations under, and to consummate the transactionscontemplated by, this Agreement.

    (b) The Member represents and warrants that the execution and delivery bythe Member of this Agreement, the performance by the Member of its obligations hereunder andthe consummation by the Member of the transactions contemplated hereby have been dulyauthorized by all requisite corporate action on the part of the Member. This Agreement has beenduly executed and delivered by the Member, and (assuming due authorization, execution anddelivery by the League) this Agreement constitutes legal, valid and binding obligations of theMember, enforceable against the Member in accordance with its terms except as enforceabilitymay be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium orother similar Laws relating to or affecting the rights of creditors generally and by principles ofequity.

    2.3 Management Services and Minimum Operating Standards. Subject to theprovisions of this Agreement and the League Rules, the Member shall have the exclusive rightand obligation to provide Management Services for its Team within its Home Territory. Subjectto the terms and provisions of the Operations Manual attached hereto as Exhibit 2.3, theMember, in each case in its individual capacity and not as an agent for the League, shall:

    (a) establish and deliver to the League the Member's business and marketingplans and timelines in accordance with the Guidelines for Member Business and Marketing Plansand Timelines attached hereto as Exhibit 2.3(a);

    (b) in accordance with the Minimum Requirements for Member Front OfficeStaffing attached hereto as Exhibit 2.3(b), negotiate the terms of employment and hire: (i) subjectto the League Rules, a general manager or executive in charge of soccer operations for the Team;(ii) subject to the League Rules, a head coach for the Team; and (iii) assistant coaches, localoffice staff and such other personnel (other than Players) such as marketing and administrativepersonnel (clauses (i) through (iii), collectively, the "Team Staff'), that the Member may deemnecessary or appropriate to carry out its obligations under this Agreement;

    (c) enter into a contract to televise a number of its Team's Regular SeasonGames locally in its Home Territory, which minimum number shall be fixed by the League, fromtime to time, but in no event shall be less than two (2) and such televised games shall (i) meet theminimum quality standards of production set forth in the Minimum Television Production,Quality and Distribution Guidelines attached hereto as Exhibit 2.3(c); and (ii) be Regular SeasonGames played by the Team in its Home Territory which are not televised pursuant to anycontract between the League and a National Television Broadcaster; provided that to the extentthat a regional broadcast market of the Member overlaps with the regional broadcast market ofany Other Member, the League shall assist such Members in negotiating any such regionaltelevision distribution agreements on terms and conditions that shall be fair and equitable to eachsuch Members;

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    (d) explore and enter into Commercial Affiliations and sponsorshipopportunities with respect to its Team in its Home Territory, pursuant to the Local SponsorshipGuidelines and Standards attached hereto as Exhibit 2.3(d);

    (e) (i) market and promote its Team and the League in its Home Territory;(ii) maintain minimum customer service standards and (iii) meet the local minimum marketingcommitments, in each case in accordance with the Minimum Marketing Requirements and LocalSpending Guidelines attached hereto as Exhibit 2.3(e);

    (f) solicit sales of and orders for and sell Home Tickets in its Home Territory;(g) manage the daily operations of its Team, including all decisions with

    respect to (i) the trading, allocating, drafting or the releasing or waiving of Players;(ii) establishing Player salaries; (iii) establishing training schedules; (iv) determining Roster size(subject to Section 4.7); and (v) preparing for games, in each case pursuant to the CoachesRecommendations and Guidelines attached hereto as Exhibit 2.3(g);

    (h) enter into a Stadium Lease in its Home Territory; provided, that theStadium complies with the Minimum Facilities Requirements attached hereto as Exhibit 2.3(j);

    (i) prepare in writing, in a form and substance reasonably satisfactory to theCommissioner, and provide to the League information on the anticipated costs and expenses ofthe Team in carrying out its obligations under this Section 2.3, as specifically described insubsections (i) through (iii) below:

    (i) on or before 60 days' prior to the beginning of each Season, an annualbusiness and marketing plan and an annual budget for the Member's Team. The Membershall provide in each annual business and marketing plan for minimum local marketingservices and support for Home Ticket sales, brand building, community involvement andsponsorship procurement and management. The Member shall provide in each annualbudget for any applicable state franchise law compliance (including legal and/or taximplications of public and/or private ownership), as well as attorney's fees, includingattorney's fees to provide a defense and/or protection against legal disputes;

    (ii) commencing September 1, 2008, on or before 30 days following eachcalendar month, a monthly financial report regarding the Member's financial andoperating results of the Team for the previous calendar month. Each such monthly reportshall contain (A) revenue information for such period regarding Home Ticket sales,attendance (both paid and complimentary) and revenue (including revenue fromsponsors, camps and clinics, merchandising, television, Home Ticket sales, and Stadiumrevenues (e.g. parking, concessions, etc.)) and (B) information regarding the Team'soperating performance for such period as compared to the cost benchmarks specified insuch Team's annual business and marketing plan and annual budget (including detailedexplanations of any negative or positive variance of more than twenty five percent (25%)from any item of the annual budget to the extent any such variance occurs in at least two(2) consecutive months; and

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    (iii) the Member shall provide, as promptly as possible following such requestby the League, to the League any additional fmancial andlor operational information thatthe League reasonably believes, is required to demonstrate the Member's adherence to itsannual business and marketing plan or annual budget;

    G ) maintain Minimum Facilities Requirements in compliance with USSFMinimum Standards and Requirements and in accordance with the Minimum FacilitiesRequirements attached hereto as Exhibit 2.3(j);

    (k) maintain minimum quality standards for staging of Home Games,operations and local television production pursuant to the Minimum Facilities Requirementsattached hereto as Exhibit 2.3(j) and Game Day Operations Guidelines and Standards attachedhereto as Exhibit 2.3(k);

    (1 ) establish policies with respect to minimum Home Ticket prices (subject toexceptions for certain promotions) in accordance with the Minimum Ticket Prices Schedulesattached hereto as Exhibit 2.3(1);

    (m) fairly and accurately report the Member Revenues earned and the LeagueRevenues received, if any, and deliver any amounts to be paid to the League in accordance withthe requirements set forth in Article VII;(n) ensure compliance with all United States Soccer Federation ("US SF")

    Division 1 minimum standards and requirements (the "USSF Minimum Standards andRequirements"), attached hereto at Exhibit 2.3(n), except to the extent that exceptions ormodifications to such standards and requirements are agreed in writing by USSF and the League;(0) upon demand by the USSF, if any, pay to the League the Member's

    portion on a pro rata basis with the Other Members of any USSF annual dues;(p) ensure that all League Games in which the Team participates comply with

    the Rules of the Game;(q) demonstrate "good character" in accordance with the League MissionStatement for League and Members attached hereto as Exhibit 2.3(q) in its business activities

    and operations, consistent with Branding Guidelines;(r) stage the number of home Regular Season Games and participate in the

    number of Regular Season Games set forth in the Regular Season Games Requirements attachedhereto as Exhibit 2.3(r);

    (s) comply with the IP License Agreements attached hereto as Exhibits2.3(s)(i) and 2.3(s)(ii); and(t) comply with the Website Principles attached hereto as Exhibit 2.3(t).

    All the actions andstandards required by the League of the Member listed in clauses (a) to illtothis Section 2.3 shall be hereinafter referred to collectively as the "Minimum Performance

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    Standards". The business activities and operations of the Member shall be subject to the reviewof the Commissioner and may be subject to changes thereto as may be requested by the Board ofGovernors in its sole discretion.

    2.4 Minimum Performance Standards. The performance of the Member with respectto such Minimum Performance Standards shall be subject to review by the Commissioner, whoshall report the results of such review to the Board of Governors. A Member shall be deemed tobe in breach of the Minimum Performance Standards if the Member fails to meet in all materialrespects all or any of the Minimum Performance Standards as provided in this Agreement, otherthan with respect to the requirements set forth in Sponsorship Guidelines and the Soccer UnitedMarketing Agreement, which shall require compliance by the Member in all respects. The Boardof Governors shall be authorized by Majority Vote, voting without the Governor nominated bythe Member in breach, to take any action in accordance with the provisions of this Agreement,after being notified in writing by the League of such failure and the Member shall not havesubmitted to the League a plan of action within five (5) Business Days following the receipt ofsuch notice setting forth the Member's plan of action to cure such failure to meet the MinimumPerformance Standards or the Member shall not have cured such failure within 30 Business Daysafter submitting to the League its plan of action or such shorter time period as may bedetermined by the Board of Governors, in its sole discretion; provided, that if such failure is notreasonably capable of being cured within the 30 Business Day period and if the Member is ingood faith diligently pursuing its plan of action in connection with such cure, such 30 BusinessDay period shall be automatically extended an additional 30 Business Days.

    2.5 Operating Rights. Notwithstanding any other provision in this Agreement, theMember shall not enter into any contract or other arrangement which prohibits or otherwiserestricts the Member's ability to assign the Team Assets to the League or otherwise transfer theMember's rights and obligations under any Team Assets to the League, including anyrequirement to obtain any consent or make any payment in connection with such assignment ortransfer.

    2.6 Accounting.(a) Books and Records. The Member shall (i) maintain full and accurate

    books of account and records on a cash or accrual basis in accordance with GAAP consistentlyapplied to reflect the operations of the Team and the Member's provision of ManagementServices pursuant to this Agreement (collectively, "Books and Records"); (ii) adopt the FiscalYear as its fiscal year, unless required to do otherwise under the Internal Revenue Code of 1986,as amended; (iii) notify the League in writing of its appointment of an accounting firm to auditthe Member's Books and Records; (iv) prepare an annual SAS 62 report which certifies annualticket revenue, one (1) copy of which it shall provide to the League within 120 days after the endof each Fiscal Year; (v) prepare annual unaudited financial statements, one (1) copy of which itshall provide to the League within 120 days after the end of each Fiscal Year; (vi) no more than30 days after the end of every month, provide to the League unaudited statement of revenue andoperating expenses and balance sheet for the previous month in conjunction with the Member'sobligation to deliver the Member Revenue Report pursuant to Section 7.6(b); and (vii) provideother periodic. reports as requested by the League, all in accordance with the League 'Rules,including annual audited financial statements if requested by a Supermajority Vote.

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    (b) Audit By The League. The Member shall permit the League or its dulyauthorized representative, upon reasonable prior written notice and, except as hereafter provided,at the League's sole cost and expense, to examine and audit the Books and Records duringregular business hours; provided that the League shall be entitled to audit the Books and Recordsno more than once each Fiscal Year. If an audit by the League reveals that the Member owes theLeague more than it reported as owing to the League for any fiscal quarter, the Member shall paysuch additional amount (the "Shortage") plus interest at the Interest Rate within 10 days afterwritten notice from the League that a Shortage exists. If the Shortage is more than five percent(5%) of the amount reported for such quarter, the Member shall reimburse the League for thereasonable costs incurred by the League for the audit.

    2.7 Confidentiality.(a) The Member and its owners, its appointed member of the Board of

    Governors, officers, employees or representatives shall keep strictly confidential and shall notdisclose to any Person without the prior approval of the League the following:(i) any correspondence and materials provided to the Member or the Board of

    Governors (including any matter, issue, position or discussion in any Board of Governorsmeeting or otherwise pertaining to any Collective Bargaining Agreement or negotiationwith respect thereto);(ii) any non-public information about or relating to the League, including

    without limitation, the terms and provisions of this Agreement, correspondence,marketing plans, strategic plans, pricing policies of the League or pricing arrangements ofthe League with current or potential customers or licensees of the League, terms ofcurrent or proposed licenses, the identities of licensees of the League, arrangements withlicensing agents, fmancial statements, and statements of operations; and

    (iii) any financial and business information of the League (including withoutlimitation, the confidential information of the Other Members) (the "League ConfidentialFinancial Information", and together with clauses Ci)and @being hereinafter referred tocollectively as, the "League Confidential Information") and shall not disclose suchinformation to any Person without the consent of the League; provided that (x)information about the Other Members disclosed by the League pursuant to clauses (i) or(iii) of Section 3.6 or the corresponding provision of the Operating Agreement betweenthe League and any Other Member that becomes generally available other than as a resultof any act or omission of the Member may be disclosed by the Member in the formdisclosed by the League or otherwise generally available without further consent from theLeague; and (y) following reasonable notice to the League, the Member may disclose anyLeague Confidential Information as may be required by law or any order of anygovernmental authority that applies directly to the Member (as opposed to League).

    (b) The Member shall advise its accountants of this provision and instructthem to protect the confidentiality of the Confidential Information in the course of preparingfinancial statements, including footnotes, to the maximumextentthat is consistent with GAAP.

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    (c) Notwithstanding the foregoing, a Member shall have the right to issue anypress releases or make any other public announcements with respect to its Team or its ownbusiness, without the prior approval of the League, to the extent the same is not LeagueConfidential Information.

    2.8 No Agency Rights. The Member shall have the exclusive right within its HomeTerritory to license local Broadcast Rights, sell Local Commercial Affiliations, solicit orders forand sell Home Tickets and conduct all local marketing for the Team in accordance with theLeague Rules; provided that (i) the Member is not authorized and shall not act as the agent of theLeague in any negotiations relating to any of the foregoing and shall not represent or hold itselfout as acting on behalf of the League; and (ii) the Member shall only execute agreements inaccordance with the League Rules (which may include specifications of form as well asrequirements for Board of Governors approval and the League's prior approval). The Memberagrees promptly to provide the League with any such details in connection with the Member'sactivities hereunder, provided that the Member may elect to keep confidential its prospect lists.

    2.9 Compliance and Notification. The Member understands and acknowledges theimportance of operating the Team in accordance with the League Rules adopted by the Board ofGovernors and that the compliance with such League Rules is essential to the viability of theLeague. The Member shall, except to the extent of any exceptions to League Rules (including,without limitation, exceptions to the Minimum Performance Standards) set forth in thisAgreement that are applicable to the Member, (i) abide by the League Rules; (ii) enforce allLeague Rules concerning the designation and conduct of the Team Staff and Players assigned tothe Team (collectively, "Team Personnel"); (iii) not less than 30 days prior to thecommencement of each Fiscal Year, supply the League with a list of its Team Personnel, andpromptly notify the League of any changes to this list as they occur from time to time; (iv)promptly notify the League of any failure by it to comply with the provisions of this Agreementor the League Rules; (v) use reasonable commercial efforts to remedy such failure; and (vi)promptly notify the League of any material developments involving the operations or activitiesof the Member or the Team.

    2.10 All-Star Game. Except as otherwise provided on Exhibit 2.3(c), the Member maybid for the right to host the all-star game. The minimum bid shall be $50,000 initially and maybe adjusted from time to time by the Board of Governors.

    2.11 Costs and Expenses of the Team. Except as otherwise explicitly set forth in thisAgreement, the Member shall bear its own operating costs and expenses including costs andexpenses related to compensation and benefits for Players and Team Personnel (including thoseset forth in Section 4.5(d)), match staging, Stadium use, travel to all away games, referee costs,local marketing, and other similar costs and expenses of the Team for all Regular Season Gamesand Playoff Games of the Team in its Home Territory and any all-star game (if staged by theMember in its Home Territory).

    2.12 Insurance._(a) The Member agrees that it shall carry (i) comprehensive general liability

    insurance including personal injury, death and/or property damage plus excess liability insurance

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    for all Member Activities; (ii) automobile liability (owned and non-owned); (iii) worker'scompensation insurance for Team Staff and the Team's Players; (iv) insurance policies requiredpursuant to Section 4.10; and (v) product liability insurance pursuant to terms and conditions ofthe League-Member Trademark Cross-License Agreement, in each case, with such minimumcoverage limits as set forth in Schedule II (collectively, the "Member Insurance"). All MemberInsurance shall include the League as an additional insured. The Member shall ensure that acertificate evidencing the insurance required pursuant to this Section 2.12 and Schedule II shallbe sent to the League within 30 days of execution of this Agreement and on each anniversarythereof, and that a copy of all notices shall be sent by the insurer directly to the League.

    (b) The Member hereby agrees that the League makes no representation thatthe limits or terms of coverage of insurance specified herein are adequate to cover the Member'sproperty, business operations or obligations under this Agreement.

    2.13 Supplies and Equipment. The Member shall be required to outfit the Team inuniforms and to equip the Team with equipment approved by a Supermajority Vote to besupplied by the League (the "Supplied Equipment"). In addition, the Member may be requiredto purchase or lease certain types of services, goods, supplies, equipment and facilitiesdesignated in writing by the League upon approval by a Supermajority Vote: (i) from sourcesdesignated or approved by the League in writing (the "Designated Equipment"); or (ii) inaccordance with specifications provided by the League in writing (the "Specified Equipment");provided that (A) such Designated Equipment and Specified Equipment are available oncommercially reasonable terms and are reasonably required for the operation of the Team and(B) the cost to the Member of such Designated Equipment and Specified Equipment is notdisproportionately burdensome to the Member as compared to the costs incurred by the OtherMembers under this Section 2.13.

    2.14 Withdrawal/Suspension of Operations. Except as provided in, and in accordancewith, the LLC Agreement with respect to the Member, the Member covenants not to suspendoperations of the Team.

    2.15 IP License Agreements.(a) On or prior to the Additional Agreement Date, the Member agrees that it

    shall use its commercially reasonable efforts to obtain all the necessary Marks for its Team andshall execute and deliver to the League the executed counterparts of the IP License Agreements,in the forms attached hereto at Exhibits 2.3(s)(i) and 2.3(s)(ii).

    (b) On or prior to the Additional Agreement Date, the League agrees that itshall use its commercially reasonable efforts to obtain all the necessary Marks for the Leagueand shall execute and deliver to the Member the executed counterpart of the League-MemberTrademark License Agreement, in the form attached hereto at Exhibits 2.3(s)(i).

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    ARTICLE IIIDUTIES, RESPONSIBILITIES AND RIGHTS OF THE LEAGUE3.1 General. The League shall retain all rights with respect to the management and

    operation of the League not expressly granted to the Member under this Agreement.

    3.2 Game Schedule. The League shall establish and coordinate the schedules for pre-Season games, Regular Season Games, Playoff Games and League Exhibition Games for theLeague in accordance with the League Rules. The Commissioner shall review and approve orreject any applications from the Member proposing to hold a League Home Exhibition Game;provided, that the Commissioner shall not unreasonably reject any application properlysubmitted in accordance with the League Rules. Neither the Team nor the Players may promoteor participate in (other than scrimmages or practices for the Team), and no member of the TeamStaff may promote, any organized women's soccer game unless such game is approved by theLeague; provided that the League shall not unreasonably withhold its consent to overseas toursby the Team and; provided, further, that consent by the League to any overseas tour shall bedeemed to include consent to use the League's Marks (in accordance with the League Rules)during and in connection with promoting such overseas tour.

    3.3 League Front Office Staffing. The League shall negotiate and enter intoemployment agreements with front office staff in accordance with the LLC Agreement and theGuidelines and Minimum Requirements for League Front Office Staffing attached hereto asExhibit 3.3 and such other personnel, such as marketing and administrative personnel, that theLeague may deem necessary or appropriate to carry out its obligations under this Agreement.

    3.4 Supplied Equipment. The League shall supply to the Team all SuppliedEquipment.3.5 Insurance.

    (a) The League agrees that it shall carry (i) comprehensive general liabilityinsurance including personal injury, death and/or property damage plus excess liability insurancefor all League Activities; (ii) automobile liability (owned and non-owned); and (iii) director andofficer liability insurance, in each case with such minimum coverage limits as set forth inSchedule III (collectively, the "League Insurance"). All League Insurance shall include theMember as an additional insured. The League shall ensure that a certificate evidencing theinsurance required pursuant to this Section 3.5 and Schedule III shall be sent to the Memberwithin 30 days of execution of this Agreement and on each anniversary thereof, and shall send,or shall cause the insurer to send, a copy of all notices from the insurer to the Member. Ifrequested by a Majority Vote, the League shall use its commercially reasonable efforts tonegotiate a League-wide umbrella workers' compensation insurance policy for all Players of theLeague.

    (b) The League hereby agrees that the Member makes no representation thatthe limits or terms of coverage of insurance specified herein are adequate to cover the League'sproperty, business operations or obligations under this Agreement.

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    3.6 Confidentiality.(a) The League, its Board of Governors, officers, employees and

    representatives shall keep strictly confidential and shall not disclose to any Person without theprior approval of the Member the following:

    (i) any correspondence and materials provided to the League or the Board ofGovernors (including any matter, issue, position or discussion in any Board of Governorsmeeting or otherwise pertaining to any Collective Bargaining Agreement or negotiationwith respect thereto);

    (ii) any non-public information about or relating to the Member, includingwithout limitation, the terms and provisions of this Agreement, correspondence,marketing plans, strategic plans, pricing policies of the League or pricing arrangements ofthe League with current or potential customers or licensees of the League, terms ofcurrent or proposed licenses, the identities of licensees of the League, arrangements withlicensing agents, financial statements, statements of operations and the Member's annualbudget and business and marketing plans submitted to the League pursuant to Section2.3(i); and

    (iii) any financial and business information of the Member (the "MemberConfidential Financial Information", and together with clauses (i) and (ill beinghereinafter referred to collectively as, the "Member Confidential Information") and shallnot disclose such information to any Person without the consent of the Member; providedthat information about the Members disclosed by the League pursuant to clauses (i) or(iii) of this Section 3.6 or the corresponding provision of the Operating Agreementbetween the League and any Other Member that becomes generally available other thanas a result of any act or omission of the Member may be disclosed by the League in theform disclosed by the Member or otherwise generally available without further consentfrom the Member and; provided; further, that (i) the League may disclose any MemberConfidential Financial Information (A) in consolidated League financial statements,including relevant footnotes, together with similar information regarding all OtherMembers or (B) in any form so that the information is no longer identifiable as that of theMember; (ii) upon a Supermajority Vote, the Member may disclose any MemberConfidential Financial Information in any form on a confidential basis to further thebusiness purposes of the League (including without limitation, to obtain financing and tofacilitate audits) if all similar information concerning all Other Members iscontemporaneously disclosed; and (iii) the League may disclose any MemberConfidential Financial Information as may be required by law or any order of anygovernmental authority that applies directly to the League (as opposed to any Member).

    (b) The League shall advise its accountants of this provision and instruct themto protect the confidentiality of the Confidential Information in the course of preparing financialstatements, including footnotes, to the maximum extent that is consistent with GAAP.

    (c) Notwithstanding the foregoing, the League shall have the right to issueany press releases or make any other public announcements with respect to the League, without

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    the prior approval of the Member, to the extent the same is not Member ConfidentialInformation.

    (d) The confidentiality obligations of the League hereunder shall survive thetermination of this Agreement; provided that if the League terminates this Agreement, theLeague may thereafter, upon a Supermajority Vote, disclose any of the Financial ConfidentialInformation on a confidential basis to any Person who the League believes in good faith to be aprospective member of the League that will, post-termination, operate the Team.

    ARTICLE IVPLAYERS

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    resubmit a revised Player Contract for approval. No Player Contract shall be effective until it isfiled with and approved by the League.

    (b) The Player Contract shall contain all of the terms of employment,including salary to be paid to such Player and a provision that the effectiveness of the PlayerContract is conditioned upon the approval of the League described in Section 4.4(a). In addition,the Player Contract shall provide and require that such Player be bound and governed by theprovisions of this Article IV. The Member, the League and any of its Members and theirrespective officers and employees, as the case may be, shall take such action as the Board ofGovernors or the Commissioner may direct in order to effectuate the purposes of this Section4.4.

    4.5 Player Combine and Drafts.(a) Combine. Prior to the start of each Season, the League shall organize and

    host two (2) Combines in advance of the draft. There shall be one (1) Combine on the EastCoast and one (1) Combine on West Coast at such time, date and location as shall be determinedby the League in its sole discretion.

    (b) Initial Draft. Upon the inception of the League, the rights to personseligible to play for the League (each individual player, a "Player," and collectively, the"Players"), as determined by the Board of Governors and Commissioner, in consultation with theMembers, shall be allocated (the "Allocation") to the Members through an initial draft (the"Initial Draft"). The Commissioner shall set the date of the Initial Draft, and the process and themechanics by which Players will be selected during the Initial Draft shall be set forth in the DraftMechanics.

    (c) Draft. Thereafter, prior to each Season, the League shall coordinate aPlayers draft (the "Draft"). The process and the mechanics by which Players shall be selectedduring the Draft are set forth in the Draft Mechanics attached hereto as Exhibit 4.5(c). The Draftshall be held at a time and date fixed by the Commissioner.

    (d) Costs. All expenses associated with conducting the Combines, the InitialDraft and the Draft except for the Member's travel and living expenses, shall be borne by theLeague. The parties understand and agree that any costs or expenses of the Member related toany Combine shall be borne by the Member on a pro rata basis with the Other Members and notby the League.

    (e) Exclusivity. The Member shall have the following exclusive rights(collectively, the "Exclusive Rights'~) with respect to each Player once such Player has beendrafted, allocated or otherwise assigned to the Member's Team:

    (i) to negotiate to enter into a Player Contract with such Player;(ii) to make all decisions about a Player's playing time during all games,

    subject to the Rules ofthe Game;

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    (iii) to require such Player to make a limited number of promotionalappearances, pursuant to the terms of the Player Contract;

    (iv) to suspend such Player subject to the right of the Commissioner to levyfines upon Players in accordance with Article IV, upon the occurrence of conduct thatdoes not comport with Team standards;

    (v) to trade such Player to one of the Other Members subject to the approvalof the Commissioner; provided that the trade adheres to the guidelines set forth in theOperations Manual; and

    (vi) to waive such Player from its current Players List; provided; that theMember adheres to the guidelines set forth in the Operations Manual.

    The parties understand and agree that upon written notice to the League that the Member haswaived a Player from its current Players List in accordance with subsection (vi) above, theMember shall terminate such Player Contract in accordance with the Operations Manual and theterms of the Player Contract and upon such termination such Player may be claimed by anyOther Member.

    (f) Refusal to Sign. A Player that is drafted by the Member but refuses tosign a Player Contract with the Member shall be disqualified from playing with any OtherMember in the League, until such Player is released or assigned by the Member that drafted suchPlayer; provided, however, that any Player that remains unsigned by the Member which draftedsuch Player will be permitted to petition the League for reentry into the subsequent year's Draftfor selection by any Member.

    (g) Free Agents. The Member shall have the right to acquire a Player notunder contract with any Other Member during the Season; provided that the Member adheres tothe guidelines set forth in the Operations Manual regarding such free agent acquisitions,including the Anti-Tampering Provisions.

    (h)Player Policies. The Member may select additional Players for the Team pursuant to the

    4.6 Player Negotiations and Contracts. The League shall use its commerciallyreasonable efforts to ensure that a sufficient number of Players is available for selection by theMember, including the organization and execution of two (2) regional Combine tryouts inadvance of the Draft, including such additional Players as may be necessary from time to time toreplenish the Member's Roster to the extent it does not meet the standards set forth below inSection 4.7 due to Player injuries and transfers.

    4.7 Roster. The Member shall field a roster of no less than 20 and no more than 24Players or other minimum and/or maximum number of Players as determined by a Majority Vote(the "Roster"), consisting of:

    (a) 18 full-time Players, and

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    (b) two (2) to six (6) developmental Players; provided, that League shall usecommercially reasonable efforts to obtain (i) incremental funding and/or (ii) an outsidepartnership with the WPSL and/or the W-League to provide financial or other support for theMember's developmental Players; provided, further that any arrangement between the Memberand the WPSL and/or the W-League for the purposes of developing or sharing players for playerdevelopment or for cooperative marketing programs shall be at the discretion of the Member andthe WPSL and/or the W-League; provided, that any Player's ability to remain under a paidPlayer Contract while being loaned to a WPSL or W-League team for games is permissible onlyif such league meets National Collegiate Athletic Association's regulations for professional-amateur status.Notwithstanding the foregoing, it IS suggested that the Member follow the Coaches'Recommendations and Guidelines.

    4.8 Trades. The Member shall be entitled to trade Players to other Teams in theLeague pursuant to the terms and conditions set forth in the Operations Manual.

    4.9 Salaries. In order to maintain competitive balance between the Teams andpromote the economic viability of the League during the startup phase of the League, the Leagueshall promulgate binding guidelines regarding Players' compensation and benefits (the "PlayersCompensation and Benefits Guidelines") in accordance with the Players Recommendations andGuidelines, which shall include minimum standards regarding a Member's spending with respectto each Player, including in-season compensation and other benefits (e.g., housing,transportation, etc.) during the Season and off-Season compensation and benefits for the Players,and shall be in effect until such time as a Collective Bargaining Agreement, if any, is enteredinto by and between the League and the Players' Union. If a Collective Bargaining Agreement isentered into by and between the League and the Players' Union, the Players' Compensation andBenefits Guidelines shall be revised to be in compliance with the Collective BargainingAgreement.

    4.10 Insurance. The Member shall hold an insurance policy for each of the Players onits Roster in accordance with the minimum coverage requirements set forth on Schedule IIattached hereto.

    ARTICLE VPENALTIES AND FINES

    5.1 Fines, Suspensions and Expulsions Relating to Players.(a) Any Player found by the Commissioner after a hearing to have been guilty

    of offering, agreeing, conspiring, aiding or attempting to cause any sporting event to resultotherwise than on its merits may be dismissed by the Commissioner and subject to perpetualdisqualification from any further association with the League or any Team.

    (b) The Commissioner may impose a fine not exceeding $1,000, or such otheramount as may be determined by aMajority Vote, upon anyPlayer who gives, makes, issues,authorizes or endorses any statement having, or designed to have, an effect prejudicial or not in

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    the best interests of the sport of women's soccer, the League or any Team. Any Member whosePlayer has been so fined shall pay the amount of the fine should such Player fail to do so within10 days of its imposition.

    (c) If, in the reasonable discretion of the Commissioner, any other act orconduct of a Player at or during a pre-Season game, Regular Season Game, Playoff Game,League Exhibition Game or at any other time during the Player's employment by the Member,has been prejudicial to or not in the best interests of the League or the sport of women's soccer,the Commissioner shall impose upon such Player a fine not exceeding $1,000, or such otheramount as may be determined by a Majority Vote, and/or may suspend such Player from playingor having any involvement with pre-Season games, Regular Season Games, Playoff Games orLeague Exhibition Games.

    (d) Any Player found by the Commissioner, after a hearing, to have beenguilty of directly or indirectly, wagering money or anything of value on the outcome of anygame played by a Team shall be subject to a penalty imposed by the Commissioner in his or hersole discretion which may include a fine, suspension, expulsion and/or perpetual disqualificationfrom further association with the League or any of Teams. Such penalty shall be unappealable.

    (e) Any Player found to have received any form of remuneration forperforming on-field soccer services during pre-Season games, Regular Season Games, PlayoffGames or League Exhibition Games, directly or indirectly, from a Member other than pursuantto such Player's Players' Contract, may be subject to suspension for a definite or indefiniteperiod, fined by the Commissioner in an amount not to exceed $10,000, or such other amount asmay be determined by a Majority Vote, and/or may be required to forfeit such remuneration.

    (f) Except for a penalty imposed pursuant to Section 5.1(d), the decisions andacts of the Commissioner pursuant to this Section 5.1 remain subject to the CollectiveBargaining Agreement, if any, and shall be appealable to the Board of Governors, which shalldetermine such appeals in accordance with such rules and regulations as may be adopted by theBoard of Governors in its absolute and sole discretion.

    (g) Upon a violation of the League Rules or the Operations Manual by theMember or the Member's Player for which no penalty has been specifically set in thisAgreement (including Exhibits hereto) or in the LLC Agreement, a majority of the Board ofGovernors shall approve or reject such penalty as is recommended by the Commissioner;provided that any member of the Board of Governors that is a representative of the Member thatis charged with any such violation, or of the Member with which the Player charged with anysuch violation has contracted for her services, shall not be entitled to vote and shall be excludedfrom any calculation of whether a Majority Vote has been achieved; provided, further, that in theevent of a deadlocked vote, the Commissioner shall cast the tie-breaking vote.

    (h) The Player or the Team on behalf of its Player may appeal such penalty orfine in accordance with the provisions set forth in Article XI; provided that such decision toappeal shall be made in writing (the "Appeal Notice") within seven (7) days after the date suchpenalty has been detailed in writing by a letter sent by the League to the Team. The Player shall

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    not be authorized to play for its Team during the period of the appeal process unless theCommissioner, in its sole discretion, determines otherwise.

    5.2 Fines, Suspensions and Expulsions Relating to Non-Players. The provisions ofthis Section 5.2 shall apply only to Members, officers of the Member, managers, coaches,referees and other employees of the League whether hired by the League or a Member; provided,however, that the term "employees" as used in this Section 5.2 shall mean, officers of theLeague, managers, coaches, referees and employees other than the Players. The word "persons"as used in this Section 5.2 shall include all Members and employees other than Players.

    (a) The Member must provide and require in every employment contract withany of its employees that they shall be bound and governed by the provisions of this Section 5.2.The Member, at the direction of the Board of Governors or the Commissioner, as the case maybe, shall take such reasonable action as the Board of Governors or Commissioner may direct inorder to effectuate the purposes of this Article V.

    (b) The Commissioner shall direct the dismissal and perpetual disqualificationfrom any further association with the League or any of its Teams, of any Person found by theCommissioner after a hearing to have been guilty of offering, agreeing, conspiring, aiding, orattempting to cause any sporting event to result otherwise than on its merits.

    (c) Any person who gives, makes, issues, authorizes or endorses anystatement having, or designed to have, an effect prejudicial or detrimental to the best interests ofwomen's soccer or of the League or of a Member or its Team, shall be liable to a fine notexceeding $1,000, or such other amount as may be determined by a Majority Vote, to beimposed by the Commissioner. The Member whose officer, manager, coach or other employeehas been so fined shall pay the amount of the fine should such Person fail to do so within 10 daysof its imposition.

    (d) The Commissioner shall have the power to suspend for a definite orindefinite period to impose a fine not exceeding $10,000, or such other amount as may bedetermined by a Majority Vote, or inflict both suspension and fine upon any person who, in hisor her reasonable opinion, shall have been guilty of conduct prejudicial or detrimental to theLeague.

    (e) Any person who, directly or indirectly, wagers money or anything of valueon the outcome of 'any game played by a Team shall, on being charged with such wagering, begiven an opportunity to answer such charges after due notice, and the decision of theCommissioner, which shall be made without undue delay after the conclusion of theCommissioner's investigation, shall be final, binding and conclusive and unappealable. Thepenalty for such offense shall be within the absolute and sole discretion of the Commissioner andmay include a fme, suspension, expulsion and/or perpetual disqualification from furtherassociation with the League or any of its Teams.

    (f) Any Member found to have paid or offered to pay, directly or indirectly,any remuneration to a Player other than through the League may be fined by the Commissioner

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    in an amount not to exceed $25,000, or such other amount as may be determined by a MajorityVote.(g) Except for a penalty imposed under Section 5.2(e), the decisions and acts

    of the Commissioner pursuant to this Section 5.2 remain subject to the Collective BargainingAgreement, if any, and shall be appealable to the Board of Governors, which shall determinesuch appeals in accordance with such rules and regulations as may be adopted by the Board ofGovernors in its absolute and sole discretion.

    ARTICLE VIHOME TERRITORY, RELOCATION AND RESTRICTIONS ON SALE6.1 Home Territory. The Member is entitled to operate a Team in the exclusivegeographic territory described in Schedule I hereto (the "Home Territory"), so long as theMember is a Class A Member that is not a Delinquent Class A Member in the League and is

    operating a Team in such Home Territory in accordance with this Agreement and the LeagueRules.6.2 Relocation. The Member may not relocate the Team outside of its HomeTerritory described in Schedule I hereto without the approval of a Supermajority Vote. TheMember may not relocate the Team within its Home Territory without the approval of a Majority

    Vote if such relocation, in the opinion of the Commissioner, could reasonably be expected to bematerially detrimental to the League; provided; that in the event of a deadlocked vote regardingsuch relocation, the Commissioner shall cast the tie-breaking vote.6.3 Sale of Member. No Member may sell or transfer all or any part of itsMembership Interest in the League, the Member or a Team, or any interest therein, except as

    permitted pursuant to the terms and conditions of the LLC Agreement.ARTICLE VIIREVENUE ALLOCATION & COMPENSATION

    7.1 Revenues. The Board of Governors shall have the authority by a SupermajorityVote to modify, in its sole discretion, the provisions regarding the revenues in this Article VII,provided, that each of the categories of League Revenues shall be exclusive to the League andthe Member shall not compete with the League with respect to any of the categories of LeagueRevenues. The Member shall prepare and deliver to the League each calendar quarter a MemberRevenue Report in accordance with Section 7.6. All revenues collected by a Member to whichthe League is entitled as League Revenues pursuant Section 7.3 shall be paid to the League inaccordance with this Article VII. Such payments shall be made by depositing such funds in theLeague Operating Account in accordance with Section 7.4.

    7.2 Member Revenues. The Member shall retain one hundred percent (100%) of thefollowing types of revenues from its Team in its Home Territory (collectively, the "MemberRevenues"):

    (a) Home Ticket sales, the Stadium, concessions and merchandising fromRegular Season Games;

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    (b) Home Ticket sales, the Stadium, concessions and merchandising from (i)League Exhibition Games; (ii) all-star games, and (iii) Playoff Games;

    (c) soccer camps, clinics and academies operated by the Member (i) in itsHome Territory and Extended Territory and (ii) outside of its Home Territory and ExtendedTerritory, as approved by the Board of Governors by a Majority Vote; provided; that

    (d) local Member sponsorship sales;(e) Member-Branded merchandising and the Member's share of any Co-

    Branded merchandising pursuant to the IP License Agreements;(f) local media broadcasts of its Team in its Home Territory, including

    television (to include local television broadcast agreements with a regional sports network wheresuch agreement is for local broadcasts of the Team's games under Section 2.3(c) or Section 8.5),radio, internet and new media utilized for such local broadcasts);

    (g) any distributions of the League as determined by the Board of Governors;(h) internet and radio broadcasting of its Team other than the RequiredInternet Broadcasts; provided; that with respect to the Required Internet Broadcasts, the Member

    shall be entitled to sell and to retain any revenue from selling any advertising or sponsorshipinventory not sold for League Revenue; and(i) any other Team-generated revenue that is not League Revenues.

    7.3 League Revenues. The League shall retain one hundred percent (100%) of thefollowing types of revenues from (collectively, the "League Revenues"):(a) national sponsorship sales;(b) national soccer camps, clinics and academies; provided, that the League'sschedule and location of national camps and clinics will be determined by the League no later

    than January 15 of each calendar year and will not be located as to compete with the Member'slocal camps and clinics in the Member's Home Territory;

    (c) League-Branded merchandising and the League's share of any Co-Branded merchandising pursuant to the IP License Agreements;

    (d) any Member fees or expansion Member fees, if any;(e) national media broadcasts, including regional (except to the extent a

    Team's local television broadcast agreement is with a regional sports network) and nationaltelevision, radio, internet, new media and the Required Internet Broadcasts; and(f) any other League-generated national revenue.

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    7.4 Payment Terms. The Member shall wire transfer (as immediately availablefunds) to the League Operating Account all sums due to it hereunder for the League's receiptthereof within 30 days following the end of each calendar quarter. Late payments will accrueinterest charges from the due date through the date of payment, compounded quarterly, at theInterest Rate.

    7.5 Remittance of Funds. All amounts stated in this Agreement that are payable tothe League pursuant to this Agreement shall be computed, accrued, paid and remitted to theLeague and the Member shall bear all costs (including all transactional and transfer costs, pointsand fees). Itshall be the Member's sole responsibility and expense to obtain the approval of anygovernmental authority necessary to take whatever steps that may be required and to comply inall respects with all applicable laws and relations in order to remit funds to the League otherwisedue hereunder.

    7.6 Revenue Reports.(a) No more than 2 Business Days after any Home Games or League Home

    Exhibition Game, the Member shall prepare and deliver to the League a written report (a "GameRevenue Report"), in a form reasonably satisfactory to the Commissioner, setting forth grossHome Ticket sales and estimated gross Stadium and concessionary revenue.

    (b) On or before 30 days after the close of each calendar month and inconjunction with the Member's obligation pursuant to Section 2.6(a)(vi), the Member willprepare and deliver to the League a written report (a "Member Revenue Report") in a formreasonably satisfactory to the Commissioner, setting forth all Member Revenues earned by theMember and any League Revenues received during such calendar quarter: (i) on an item-by-itembasis with the amounts payable to the League and to be retained by the Member set forth next toeach such item; and (ii) the gross amounts, in each case, payable to the League and to be retainedby the Member. A Member Revenue Report will be due for each calendar month, regardless ofwhether amounts are payable to the League for such calendar month. In the event that theLeague notifies the Member that additional information is needed to review the revenue splitbetween the Member and the League, such information promptly will be provided by theMember as requested by the League.

    (c) Each report described above shall be provided by the Member, at its soleexpense, to the League in any electronic media format as the League may reasonably request.

    (d) The League shall have the right to require the Member to provide to theLeague such relevant data and information which the League shall reasonably require tosubstantiate any Member Revenue Report and Game Revenue Report described above submittedto the League, the proper exercise of the rights of the Member hereunder and/or the operationand performance of the Member's duties or obligations hereunder. Such data and information, ifrequested by the League, shall include copies of all relevant material contracts between theMember and any third parties and/or any aspect of the Member's rights or obligations hereunder,such documentation as the Member and its Control Persons are required to maintain under anyapplicable Law and any other documents reasonably required to substantiate the calculation andpayment of amounts payable hereunder,the proper exercise of the rights of the Member

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    hereunder and/or the operation and performance of the Member's duties or obligationshereunder.

    (e) On or before 10 days after the close of each calendar month, the Leaguewill prepare and deliver to the Budget and Finance Committee a written report (a "LeagueRevenue Report") in a form reasonably satisfactory to the Commissioner, setting forth all LeagueRevenues earned by the League during such calendar quarter on an item-by-item basis. A reportwill be due for each calendar quarter, regardless of whether any League Revenues have beenearned by the League for such calendar month.

    ARTICLE VIIIMARKETING

    8.1 Authority. The League shall not, without a Supermajority Vote:(a) enter into, modify or amend any contract between the League and anyNational Television Broadcaster regarding the broadcast of any of the League's games; or(b) increase or decrease the Minimum Marketing Requirements and LocalSpending Guidelines, including the minimum number of Regular Season Games that theMember must broadcast locally each season.

    8.2 Marketing Strategy. The League shall not enter into or modify or amend anyexisting contract with a national sponsor in a manner that does not comply with the SponsorshipGuidelines, in each case, without the approval of a Supermajority Vote.

    8.3 Sponsorship and Television. The League shall develop a strategic marketing planthat will seek to build recurring local, national and international fan bases, including acomprehensive League and Team internet, new media and mobile revenue and content strategy,including standard site platform and tools, national advertising execution and content distributionin concert with Teams. A copy of the Strategic Marketing Plan is attached hereto as Exhibit 8.3and shall be amended from time to time by the League.'

    8.4 Sponsorship Guidelines.(a) The League shall implement a national and local sponsorship strategy each

    Season. The League shall explicitly define the regional areas covered by the national and localsponsors. Each of the League and the Member shall only enter into arrangements with nationalsponsors that comply with the guidelines attached hereto as Exhibit 8.4(a) (the "SponsorshipGuidelines"), which guidelines shall include minimum fees for sponsorships. The League shallbroadcast nationally, at a minimum, 20 Regular Season Games (one (1) per week) and all PlayoffGames. A summary of the League's initial proposed national and local sponsorship strategy forthe 2008 Season, which is subject to completion of the Soccer United Marketing Agreement, ifany, shall include projected national revenues for the first five (5) years of the League with

    IThe pre-Iaunch/2007 marketing plan far the World Cup will be prepared by the League on or prior to December15,2007.

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    respect to sponsorship opportunities and a list of sponsorship categories delineating thosecategories to be exclusively pursued by the League as national sponsors and those to be pursuedby the Members as local sponsors, is included in the Sponsorship Guidelines.

    (b) Marketing Agreement with Soccer United Marketing, LLC. The Leagueis negotiating the principal terms of an agreement with Soccer United Marketing, LLC regardingnational sponsorship opportunities for the League (any definitive agreement to be entered into bythe League and Soccer United Marketing, LLC, if any, the "Soccer United MarketingAgreement"). A preliminary term sheet for the agreement with Soccer United Marketing, LLC isattached hereto as Exhibit 8.4(b). The Member acknowledges and agrees that a definitiveagreement with the Soccer United Marketing, LLC has not been entered into as of the datehereof and accordingly the terms of any such definitive agreement to be entered into, if any,remain subject to negotiation and definitive documentation in all respects.

    (c) Broadcasting Agreements. The League shall use its commerciallyreasonable efforts to explore regional and national broadcast agreements for distribution of (i)Regular Season Game of the week programming, (ii) the all-star game, and (iii) all PlayoffGames, including the Championship Game in accordance with the Broadcast Guidelines attachedhereto as Exhibit 8.4Cc).

    (d) League-Level Sponsorship Opportunities. The League shall use itscommercially reasonable efforts to actively pursue national sponsorship opportunities inaccordance with the Sponsorship Guidelines and not in violation of the Soccer United MarketingAgreement.(e) Member-Level Sponsorship Opportunities. The Member shall use its

    commercially reasonable efforts to actively pursue local sponsorship opportunities in accordancewith the Sponsorship Guidelines and not in violation of the Soccer United Marketing Agreement.8.5 Local Television. The Member shall be required to broadcast locally a minimumof two (2) Regular Season Games per Season and a minimum of two (2) additional Regular

    Season Games via internet or broadband distribution per Season (the "Required InternetBroadcasts"). The Member shall retain all rights to ancillary television programming in its localbroadcast market. The Member is encouraged to pursue additional local television broadcastingbeyond these minimum Regular Season Games and may broadcast additional games, to theextent such broadcasts do not overlap with any national television broadcasts scheduled by theLeague.

    ARTICLE IXI NT EL LE CT UA L P RO PE RT Y

    9.1 Team Name.(a) Upon the milestone date set forth in Exhibit A of the LLC Agreement,

    each Member shall notify the League and Other Members in writing of the name and logos itintends to use for its Team. If the Commissioner or any Other Member objects to the name onthe grounds that it is detrimental to the integrity at reputation of the League, the Commissioner

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    or such Other Member shall so inform the Board of Governors within 30 days of receiving suchnotice. Upon a Supermaj ority Vote, the Board of Governors may disallow the use of such name.

    (b) If a Member subsequently decides to change its name, it will so inform theLeague and Other Members in writing no later than nine (9) months, prior to the date of theproposed change, unless a shorter period is approved by the Board of Governors. If theCommissioner or any Other Member objects to the proposed name on the grounds that it isdetrimental to the integrity or reputation of the League, the Commissioner or such Other Membershall so inform the Board of Governors in writing within 30 days of receiving such notice. Upona Supermajority Vote, the Board of Governors may disallow a change to the proposed name.Additionally, all costs and expenses reasonably incurred by the League and the Other Membersas the result of such name change shall be paid by the Member changing its name.

    9.2 Assignment upon Withdrawal. Upon any Member's withdrawal from the League,such Member shall assign to the League or to a successor-in-interest (if any) the Member'sMarks, except for those Marks that it had acquired prior to the execution of the LLC Agreement.

    9.3 Merchandising. Subject to the requirements of the Branding Guidelines (asdefined in the IP License Agreements), the Member shall and shall cause any sub-licensee of theMember to use the League's designated Mark as a non-dominant mark on all Member-Brandedmerchandise.

    ARTICLE XINDEMNIFICATION

    10.1 League Indemnification.(a) To the fullest extent permitted by law, the Member shall indemnify the

    League and its officers, directors, members, employees, representatives and agents, excluding theMember ("League Indemnified Parties") from and against any and all losses, liabilities, expenses(including all fees and expenses), judgments, fines, settlements and other amounts arising fromany and all claims, demands, actions, suits or proceedings in which any of the LeagueIndemnified Parties may be involved, or threatened to be involved, as a party or otherwise, byreason of any Member Activities regardless of whether the liability or expense accrued or relatesto, in whole or in part, any time before, on or after the date hereof. A League Indemnified Partyshall not be entitled to indemnification under this Section 10.I(a) if such loss, liability, expense,judgment, fine, settlement or other amount is adjudged to be the result of the League IndemnifiedParty's gross negligence, willful misconduct, fraud or bad faith in the performance of its dutieshereunder. The satisfaction of any obligation to indemnify and hold the League IndemnifiedParties harmless shall be from and limited to Member assets, and no shareholder or member ofthe Member shall have any personal liability on account thereof. This Section 10.1(a) shallsurvive the termination of this Agreement.

    (b) To the fullest extent permitted by law, the League shall indemnify theMember and its officers, directors, members, employees, representatives and agents, excludingthe League ("Member Indemnified Parties") from and against any and all losses, liabilities,expenses (including all fees and expenses), judgments, fines, settlements and other amounts

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    arising from any and all claims, demands, actions, suits or proceedings in which any of theMember Indemnified Parties may be involved, or threatened to be involved, as a party orotherwise, by reason of any League Activities regardless of whether the liability or expenseaccrued or relates to, in whole or in part, any time before, on or after the date hereof. A MemberIndemnified Party shall not be entitled to indemnification under this Section 10.1(b) if such loss,liability, expense, judgment, fine, settlement or other amount is adjudged to be the result of theMember Indemnified Party's gross negligence, willful misconduct, fraud or bad faith in theperformance of its duties hereunder. The satisfaction of any obligation to indemnify and hold theMember Indemnified Parties harmless shall be from and limited to League assets, and nomember of the League shall have any personal liability on account thereof. This Section 10.l(b)shall survive the termination of this Agreement.

    ARTICLE XIDISPUTE RESOLUTION

    11.1 Resolution by the Commissioner of Disputes between League or MemberEmployees. Notwithstanding the provisions of Section 11.2, the Commissioner shall haveauthority to arbitrate and resolve any controversy, claim or dispute arising between (a) a Player,coach, employee, or official of the League or of the Member, on the one hand and (b) any otherPlayer, coach, employee, or official of the League or of any Other Member, on the other. TheCommissioner's resolution, determination, or decision shall not be appealable to the Board ofGovernors or to any other adjudicatory body, except that in any case involving the deprivation ofa Member's material property rights (other than rights to or interest in a Player or otheremployee), the Member may appeal the Commissioner's determination to the Board ofGovernors. The decision of the Commissioner shall be binding upon the parties seekingresolution unless such decision is reversed by a Supermajority Vote; it being understood andagreed by the parties hereto that if such decision is not reversed by a Supermaj ority Vote that theauthority and the decision of the Commissioner to arbitrate disputes pursuant to this Section 11.3shall be binding on all parties and shall not be subject to any review to the same extent as if theparties had entered into a formal arbitration agreement. The Commissioner may elect not toarbitrate a dispute in any circumstances that he or she determines appropriate.

    11.2 Resolution of Disputes between Members or between the League and a Member.The dispute resolution procedures of Article XII of the LLC Agreement shall govern anycontroversy, dispute or claim arising out of or relating to this Agreement or the breach,termination, enforceability or validity arising under this Agreement.

    ARTICLE XIICONFLICT OF INTEREST

    12.1 Member's Good Faith Efforts. The Member (i) shall grow and develop the Teamand the League in good faith, and will dedicate commercially reasonable resources to do so,including the resources necessary to ensure that the Team satisfies the Minimum OperatingStandards at all times following the Team's formation, and (ii) shall not take any action thatwould be reasonably expected to be materially detrimental to the League or the Team.

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    12.2 Exclusivity. To the extent permitted by applicable law, the Member agrees not toestablish or invest in any other USSF Division 1 women's professional soccer league or theequivalent inNorth America, or in any team participating in any such league.

    12.3 Limitations on Member. Notwithstanding the foregoing, the Member may be orat any time become, an owner or operator of one or more professional sports teams (other thanthe League) or of any other business. In addition, the League hereby acknowledges thatMember's Affiliates own membership interests in Soccer United Marketing, LLC and MajorLeague Soccer, L.L.C. and that such ownership shall be deemed not to be a conflict of interest.

    ARTICLE XIIITERMINATION

    13.1 Termination by the League.(a) Cause. By a Supermajority Vote (and, with respect to Section 13.1(a)(i)or (ill in accordance with the procedures specified in Section 13.1(c)), the League may terminatethis Agreement:(i) upon determination by the Board of Governors that the Member or anyControl Person has failed to act in the best interest of the League, as described in Section13.1(b);(ii) if the Member or any Control Person voluntarily disbands the Team,voluntarily dissolves the Member's business, or voluntarily ceases its or the Team's

    operation, or commits any act of fraud, willful misconduct or gross negligence inconnection with the operation of the Team or is convicted by a trial court of, or pleadsguilty or no contest to, afelony, or to another crime or offense which involves a moralturpitude or which may adversely affect the reputation of the League or the goodwillassociated with the Marks of the League and the Other Members; provided that in thecase of willful misconduct or gross negligence of a sort that is, in the judgment of theBoard of Governors, curable, the Member or such Control Person shall be given areasonable opportunity to cure such willful misconduct or gross negligence upon receiptof written notice from the League;

    (iii) in the event of a Change of Control other than a Permitted Sale or Transferor if, for any reason, the Member is no longer a Member;(iv) if the Member shall make, or permit to be made, an assignment for the

    benefit of its creditors or file a voluntary petition in bankruptcy, or if a receiver or trusteein bankruptcy is appointed for the assets of the Member, or if reorganization proceedingsin bankruptcy are instituted by or against the Member, or if the Member is adjudgedbankrupt in any involuntary bankruptcy proceeding; provided that the Member shall havea period of 60 days from the filing of any involuntary petition in bankruptcy to have suchpetition dismissed;

    (y) . if the Member breaches the terms of.Section 2.14 of this Agreement; or

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    (vi) if the Member is a Delinquent Class A Member pursuant to Section 4.06of the LLC Agreement, that does not cease to be a Delinquent Class A Member within 30days after receiving a Delinquency Notice in accordance with Section 4.07 of the LLCAgreement.

    (b) Failure to Act in the Best Interest of the League. In determining whetherthe Member has failed to act in the best interest of the League, the Board of Governors mayconsider the following (references in this clause (b) to the Member shall include any ControlPerson of the Member):

    (i) the material compliance by the Member with the terms of the LLCAgreement, this Agreement, the License Agreement and the League Rules;

    (ii) the failure, in circumstances which in the commercially reasonableopinion of the Board of Governors materially and adversely affect the League, by theMember to pay any third party indebtedness unless such failure to pay is the result of abona fide dispute;

    (iii) the failure or refusal by the Member to fulfill its contractual obligations tothe League, the Team Staff or any third party in such a way as to affect the Leaguematerially and adversely;

    (iv) the offer, agreement, conspiracy or attempt to lose, or control the score of,any game in any sport or the failure to suspend immediately any officer or any Player orother employee of the Member who shall be found guilty, in a court of law or in anyhearing sanctioned by the League, of offering, agreeing, conspiring or attempting to loseor control the score of any such game or of being interested in any pool or wager on anygame in which a Team participates;

    (v) the failure to present the Team at the time and place it is scheduled to playin a League Game (whether during the Season or otherwise) or the failure of the Team toplay and complete any such League Game unless such failure arises out of acts or eventsbeyond its reasonable control, including acts of God, war, terrorism, labor disputes,unavoidable accidents, fire, riot or civil commotion, or government actions or decrees;

    (vi) the intentional or grossly negligent misrepresentation of any material factcontained in any information given by the Member to the League; and/or

    (vii) actions or omissions by the Member which in the commercially reasonableopinion of the Board of Governors, materially and adversely affect the League.

    (c) Procedure. Prior to any decision by the Board of Governors to terminatethis Agreement pursuant to Section 13.ICa)(i) or (ill, the Board of Governors shall provide theMember the opportunity for a hearing conducted by and in accordance with the procedures to beadopted by the Board of Governors.

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    (d) Required Vote. For purposes of any Board of Governors action takenagainst or in respect of the Member under this Section 13.1, the Member shall not be entitled tovote in respect of its Class A Membership Unit.

    13.2 Termination by the Member. The Member may terminate this Agreement if:(a) the League materially breaches this Agreement and fails to cure suchbreach within 30 days after written notice thereof from the Member;(b) the League shall make, or permit to be made, an assignment for the benefit

    of its creditors or file a voluntary petition in bankruptcy, or if a receiver or trustee in bankruptcyis appointed for the assets of the League, or if reorganization proceedings in bankruptcy areinstituted by or against the League, or if the League is adjudged bankrupt in any involuntarybankruptcy proceeding; provided, that the League shall have a period of 60 days from the filingof any involuntary petition in bankruptcy to have such petition dismissed.

    13.3 Effect of Termination.(a) Effect of Tennination by the League. In the event of a terminationpursuant to Section 13.l(a) or ihl, (i) the Membership Interest of the Member shall be deemed to

    be automatically transferred to the League and the Member automatically shall cease to be aMember of the League, (ii) the Member shall no longer have the right to operate any Team in theLeague, (iii) at the election of the League, in its sole discretion, by written notice to the Member,the League may purchase from the Member any of the Team Assets for the Fair Market Value ofsuch Team Assets, in which event the Fair Market Value of such Team Assets shall bedetermined in accordance with the LLC Agreement and (iv) the League shall have the right tooperate the Team.

    (b) Effect of Tennination by the Member. In the event of a terminationpursuant to Section 13.2, (a) at the election of League, in its sole discretion, by written notice tothe Member the League may purchase the Membership Interest of the Member and/or any of theTeam Assets for the Fair Market Value of such Membership Interest and/or Team Assets, inwhich event the Fair Market Value of such Team Assets shall be determined in accordance withthe LLC Agreement, it being understood and agreed that if the League so elects to purchase theMembership Interest of the Member (i) the Member automatically shall cease to be a Member ofthe League, (ii) the Member shall no longer have the right to operate any Team in the League,(iii) the League may operate the Team, or (b) if the League does not elect to purchase theMembership Interest in accordance with subsection Ca)above, then (x) the Member shall have(1) no right to receive distributions, (2) no right to vote its Class A Membership Interest or (3) noright to designate a Governor to the Board of Governors, and (y) the Governor designated bysuch Member to the Board of Governors shall no longer have the power to vote, in each case,under the terms of the LLC Agreement.

    (c) Indemnification. To the fullest extent permitted by law, in the event of atermination pursuant to Section 13.1Ca)or ihl, the Member shall indemnify the League and eachother memberof the League against any loss Of damage incurred by it,andagainst expenses(including attorneys' fees) actually and reasonably incurred by it in connection with the defense

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    or settlement of any threatened, pending or completed action or suit by any Person in connectionwith such termination and the League shall be entitled to set off such amounts against anyamounts payable to the Member.

    (d) Decisions Subject to Arbitration. Any decision by the Board of Governorsto terminate this Agreement shall be subject to arbitration in accordance with the proceduresdescribed in Article XII of the LLC Agreement.

    13.4 Survival. The termination of this Agreement shall not affect the provisions of theLLC Agreement or Sections 2.7, 3.6, 6.3, and this Section 13.4, each of which shall remain infull force and effect notwithstanding such termination.

    ARTICLE XIVGENERAL PROVISIONS

    14.1 Notices. All notices or other communications under this Agreement shall besufficient if in writing and delivered by hand or sent by telecopy, or sent, postage prepaid byregistered, certified or express mail, or by recognized overnight air courier service and shall bedeemed given when so delivered by hand or telecopied, or if mailed or sent by overnight courierservice, on the third Business Day after mailing (one (1) Business Day in the case of expressmail or overnight courier service) to the parties at the following addresses:

    (a) if given to the League, at its principal place of business, as determinedpursuant to Section 2.04 of the LLC Agreement;(b) if given to the Member at the address set forth opposite its name onSchedule I hereto, or at such other address as the Member may hereafter designate by writtennotice to the League.

    14.2 Assignability. This Agreement may not be assigned by the Member unless theMember concurrently assigns to the assignee of this Agreement all of its Class A MembershipInterests in the League in accordance with the terms and conditions of the LLC Agreement.

    14.3 Amendment of the Agreement. This Agreement may not be amended exceptupon a Supermajority Vote.14.4 Amendment of the League Rules. The League Rules may be amended by

    approval of a Majority Vote entitled to vote, provided, that in the event of a deadlocked vote, theCommissioner shall cast the tie-breaking vote; provided, further, that no such amendment maymaterially adversely affect the rights and obligations of the Member and the Other Membersunder the LLC Agreement without their consent.

    14.5 Further Assurances. The Member, upon the reasonable request of the League,agrees to use its commercially reasonable efforts to perform all further acts and to execute,acknowledge and deliver any documents that may be reasonably necessary to carry out the intentand purposes ofthis Agreement.

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    14.6 Severability. If any covenant set forth in this Agreement is determined by anyarbitrator or court to be unenforceable by reason of its extending for too great a period of time orover too great a geographic area, or by reason of its being too extensive in any other respect,such covenant shall be interpreted to extend only for the longest period of time and over thegreatest geographic area, and to otherwise have the broadest application as shall be enforceable.The invalidity or unenforceability of any particular provision of this Agreement shall not affectthe other provisions hereof, which shall continue in full force and effect. Without limiting theforegoing, the covenants contained herein shall be construed as separate covenants, coveringtheir respective subject matters, with respect to each of the separate cities, counties and states ofthe United States, and each other country, and political subdivision thereof, in which the Leagueor any of its successors now transacts any business.

    14.7 Waiver of Subrogation. Each of the Member and the League hereby waives allclaims or demands for damages, loss, expense or injury, rights of recovery and causes of actionarising under this Agreement that such party or any party claiming by, through or under suchparty by subrogation or otherwise may now or hereafter have against the other party or any of theother party's partners, directors, members, shareholders, officers, employees, affiliates or agentswhich is caused by or results from perils, events or happenings which are the subject ofinsurance carried by such party and in force at the time of any such loss; provided, however, thatsuch waiver shall be effective only to the extent that it does not affect the enforceability of theinsurance coverage covering such damages, loss, expense or injury and shall be effective only asto the extent of the insurance coverage.

    14.8 Governing Law. This Agreement shall be governed by and construed inaccordance with the laws of the State of New York (without regard to its choice of lawprovisions).

    14.9 Entire Agreement; Waiver. This Agreement constitutes the entire agreementamong the parties pertaining to the subject matter hereof and supersedes all prior agreements andunderstandings among the parties with respect thereto. No waiver or modification of theprovisions hereof shall be valid unless in writing and signed by the party to be charged and thenonly to the extent therein set forth.

    14.10 Interpretation and Rules of Construction. Throughout this Agreement, except tothe extent otherwise provided or that the context otherwise requires:(a) nouns, pronouns and verbs shall be construed a