NFL Collective Bargaining Agreement

Article 12
Revenue Accounting and Calculation of the Salary Cap

Section 1(a)(i)(11)(B)
All Revenues

For purposes of this Article, and anywhere else stated in this Agreement, revenues shall be accounted for in the manner set forth below.

(a)(i)(11)(B)

Notwithstanding Subsection (A) above or any other provision of this Agreement: [The following provision is intended to clarify and set forth the principles to govern the sale of a current or future owned-and-controlled NFL business. This is intended to set forth the treatment of the proceeds of the sale transaction and also ensure that players receive their share of a fair market value rights fee from ongoing operations of the business post-transaction. Except as set forth in this Subsection, this provision shall neither limit nor expand the definition of AR]: Proceeds from the sale or conveyance of an NFL owned-and-controlled business (e.g., NFL Films or NFL Network) (in whole or in part), or of any equity interest therein (in whole or in part), shall not constitute AR. Notwithstanding the foregoing sentence, if the business going forward is no longer controlled by the NFL, only the fair market value of the rights provided by the NFL for which amounts are paid (or imputed by the NFL) for that business (a rights fee being required) to the NFL or NFL Clubs (or their designees (i.e., a third party to whom the NFL or Club or Club Affiliate directs that amount be paid)) for the rights to attend, broadcast, distribute, market, license, or sell any other product or service in connection with NFL games, or in connection with any other NFL-related intellectual property (e.g., requiring a rights or licensing fee or other payments made to the NFL or its Clubs (or their designees (i.e., a third party to whom the NFL or Club or Club Affiliate directs that amount be paid)), shall be included in AR, but no revenue, dividends, distributions, or other income generated by or paid to that business) shall be included in AR. The fees paid by the acquiring entity to the NFL or NFL Clubs (or their designees (i.e., a third party to whom the NFL or Club or Club Affiliate directs that amount be paid)) for the rights set forth above to attend, broadcast, distribute, market, license, or sell any other product or service in connection with NFL games, or in connection with any other NFL-related intellectual property, to the NFL following the closing of such sale or conveyance shall be included in AR each League Year at no less than the “fair market value” to the NFL or NFL Clubs of such rights. For the avoidance of doubt: (a) the sale or conveyance of an owned-and-controlled business will be limited to the existing lines of business generating AR in each entity as identified in Appendix CC, which shall be updated annually by the NFL to reflect changes to existing lines of business and include any new lines of business that generate AR; (b) the fair market value of the rights included in AR each League Year may be a larger or smaller amount than the AR that was generated by the NFL owned-and-controlled business prior to such sale or conveyance; and (c) the sale or conveyance of an NFL owned-and-controlled business that includes lines of business not identified in Appendix CC or added in subsequent years may create a separate obligation to pay an additional rights payment to reflect the lines of business not identified in the Appendix. The Accountants shall have access to the payment terms of any such contracts to confirm that the amount paid for such rights reflects fair market value. Should the parties disagree as to the fair market value of the rights or licensing fees paid (or imputed) by the new entity, such dispute must be filed within one year of the payment and it will be resolved by the System Arbitrator. Any shortfall in fair market value determined by the System Arbitrator shall be added to AR each applicable year in which the entity has acquired the ability to use the NFL rights. The NFLPA shall have the right to review Appendix CC to confirm that the “lines of business” listed for each owned-and-controlled entity is complete. The NFLPA shall have the right to challenge the accuracy of Appendix CC using the System Arbitrator procedure. Nothing in the foregoing shall affect or limit application of the Agreement’s “No Double Counting” provision.