SHEA STADIUM ADVERTISING AGREEMENTAdvertising or Marketing Agreement |
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THIS AGREEMENT, WHERE INFORMATION HAS BEEN REPLACED BY AN ASTERISK (*), THAT
INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE OMITTED
INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.
January 12, 2007
Penny
Perfect
AlphaTrade.com
1820-1111
West Georgia St.
Vancouver,
BC
Canada
V6E-M3
Re: Shea Stadium Advertising Agreement
Dear
Ms. Perfect:
I am writing to confirm the agreement reached between Sterling Mets, L.P.
(“Sterling”), owner and operator of the New York Mets National
League Baseball team (the “Mets”), and AlphaTrade.com
(“AlphaTrade”), for sponsorship and advertising rights during the
2007 and 2008 baseball seasons.
Per the agreement, AlphaTrade will
receive the following advertising and sponsorship rights during each of the
2007 and 2008 baseball seasons:
1. The right to advertise AlphaTrade’s
online investment management services during Mets home games on two permanent
4’ by 38’ signs on the press level facade at Shea Stadium (the
“Stadium”), one located in right field, and the other located in
left field, next to the two auxiliary matrix LED scoreboards (the “Pitch
Speed LED Scoreboards”) that indicate speed of pitch. AlphaTrade shall be
responsible for the cost of fabrication of its signage.
2. The right to display customized messages,
provided by AlphaTrade, promoting AlphaTrade’s online investment
management services, which will scroll on the Pitch Speed LED Scoreboards
during inning breaks during Mets regular home games.
3. One 15-second announcement on the Stadium
public address system during each Mets home game, promoting either
AlphaTrade’s online investment management services or AlphaTrade’s
sponsorship of an in-stadium text messaging contest (“TMC”), which
TMC shall be subject to the prior approval of Major League Baseball Advanced
Media (“MLBAM”). The TMC announcement shall be made on or
before the bottom of the fifth (5th) inning.
AlphaTrade’s logo will be prominently displayed on the Stadium scoreboard
during any such announcement. TMC winners will receive either (i) two
tickets to a 2007 or 2008 Mets home game, provided by Sterling, or (ii) a prize
to be mutually agreed to by AlphaTrade and Sterling in advance of the
TMC. AlphaTrade will have the option to award an additional grand prize,
to be mutually agreed to by the parties. AlphaTrade will be announced as
the provider of any such grand prize.
4. Advertising inventory with a value of
$50,000, based on the applicable rate card, each season during the Term, during
Mets and/or other programming on SportsNet New York, with details to be
mutually agreed to between the parties.
5. Sponsorship by AlphaTrade of a mutually
agreed upon sweepstakes or TMC (collectively referred to herein as the
“Sweepstakes”) to be featured on the official New York Mets website
(www.mets.com) (the “Website”), subject to the terms and
conditions set forth in Exhibit A hereto. The Sweepstakes and
AlphaTrade’s sponsorship thereof shall be promoted in rotating banner
advertisements on the Website that will be posted by MLBAM for the duration of
the Sweepstakes (approximately 6 to 8 weeks) (the “Sweepstakes
Period”), and in one promotional email distributed by MLBAM during the
Sweepstakes Period. The Sweepstakes, banner advertisements and
promotional email are subject to the prior approval of MLBAM. The
official rules of the Sweepstakes shall be provided by MLBAM or Sterling,
subject to the reasonable approval of AlphaTrade. The Sweepstakes
prize(s) will be provided by Sterling and mutually agreed to between the
parties.
6. Four field level tickets to each Mets regular
season home game at the Stadium (and the right to purchase the same seats for
any Mets post season games at the Stadium) during the Term. Such rights
shall be limited to the Term hereof, and are not subject to renewal.
7. Use of one 15-person Diamond View Suite,
including food and beverages for 15 guests, on two mutually agreed upon Mets
regular season home game dates. AlphaTrade shall be responsible for compliance
with all usage rules issued by Sterling applicable to suite holders.
8. The right to advertise AlphaTrade’s
online investment management services in one full page, four-color, print
advertisement in the annual New York Mets Yearbook.
9. Opportunity to use the field at KeySpan Park
to play a softball game on one mutually agreed upon date. AlphaTrade
shall secure releases of liability in favor of Sterling and Brooklyn Baseball
Company, L.L.C., in a form acceptable to Sterling in its sole discretion, from
each individual who will be permitted to enter the field at KeySpan Park for
this event. AlphaTrade will have the right to have up to forty (40)
people to participate in the softball game and as many spectators in the seating
bowl at KeySpan Park as BBC allows for similar events.
10. Four tickets to each of five Mets Spring
Training home games at Tradition Field, Florida.
11. The right for
AlphaTrade to use the designation “Official Sponsor of the New York
Mets” to promote AlphaTrade’s online investment management
services, subject to the conditions set forth below.
(a) Such right is specifically limited to the Term and to
the Mets Home Television Territory, as may be amended. The current Home
Television Territory is shown on Exhibit B (see attached).
(b) Use of the Mets name is non-exclusive and shall be
subject to any rules, regulations, agreements, or guidelines of the MLB
Entities (as defined herein), as may be amended.
(c) All materials containing the Mets name must be submitted
to Sterling for its prior written approval, in its reasonable discretion.
(d) AlphaTrade shall indemnify, hold harmless and defend
Sterling from and against any and all actions, claims, demands, liabilities,
damages or expenses (including attorneys’ fees) arising out of its use of
the Mets name.
(e) Nothing herein shall be construed to convey to
AlphaTrade any rights in Sterling’s trademarks, except as expressly
granted herein.
12. Within three days of the
execution of the Agreement, a public announcement will be made by both parties
as to the completion of a binding agreement that gives AlphaTrade official
sponsor status with the Mets. Further announcements will be made as
agreed to by AlphaTrade and the Mets. If any approvals are required for
AlphaTrade from Sterling for the public announcements, such approval shall not
be unreasonably delayed or withheld. AlphaTrade will be able to create
and utilize a boilerplate statement about its official sponsor status on its public
new announcements, distributed only within the Mets Home Television Territory,
in the form attached hereto as Exhibit C.
For the foregoing goods and services, AlphaTrade will
pay $* in 2007 and $* in 2008 to Sterling. (These are net figures and
will not be reduced by any commissions or other amounts.) The 2007 fee
shall be due and payable, as follows: $* on April 1, 2007, $* on July 1, 2007,
and $* on September 1, 2007. The 2008 fee shall be due and payable, as follows:
$* on April 1, 2008, $* on July 1, 2008, and $* on September 1, 2008.
In the event of a default by AlphaTrade in
making any payment due pursuant to this Agreement, which default shall not have
been remedied within five (5) working days after notice of default has
been given in writing to AlphaTrade by Sterling, then, in addition to any other
remedies which may under the circumstances be available to Sterling, which are
expressly reserved, AlphaTrade shall be obligated to pay Sterling, on demand,
interest on all unpaid sums at a rate equal to the lesser of twelve (12%) per
annum, or the highest rate of interest allowed under New York law.
Notwithstanding any other provision of this Agreement, this Agreement and any rights or exclusivities granted by Sterling hereunder shall in all respects be subordinate to each of the following, as may be amended from time to time (collectively, “MLB Documents”): (i) any present or future agreements entered into by, or on behalf of, any of the Major League Baseball (“MLB”) entities or affiliates, or the member Clubs acting collectively (“MLB Entities”), including, without limitation, agreements entered into pursuant to the Major League Constitution, the American and National League Constitutions, the Professional Baseball Agreement, the Major League Rules, the Interactive Media Rights Agreement, and each agency agreement and operating guidelines among the Major League Baseball Clubs and an MLB Entity, or (ii) the present and future mandates, rules, regulations, policies, bulletins or directives issued or adopted by the Commissioner or the MLB Entities. The issuance, entering into, amendment, or implementation of any of the MLB Documents shall be at no cost or liability to any MLB entity or affiliate or to any individual or entity related thereto. The territory within which AlphaTrade is granted rights is limited to, and nothing herein shall be construed as conferring on AlphaTrade rights in areas outside of, the Home Television Territory of the Mets, as established and amended from time to time. No rights, exclusivities or obligations involving the Internet or any interactive or on-line media (as defined by the MLB Entit






