Purchase Agreement

Washington Commanders Suite License General Terms and Conditions

Last Updated: May 24, 2022

WFI Stadium Inc. (the “Licensor”) agrees to license to the licensee identified on the attached Billing Invoice (the “Licensee”) the suite described on the Billing Invoice (the “Suite”) in connection with a football game played by the National Football League team currently known as the “Washington Commanders,” or such other concert, exhibition, or event held at the stadium known as FedExField (the “Stadium”) on the date set forth on the Billing Invoice (the “Suite Event”). The Billing Invoice and these General Terms are the entire agreement between Licensor and Licensee relating to this license. To the extent that any terms or conditions on the Billing Invoice conflict with these General Terms, these General Terms control. Licensor and Licensee are each a “Party,” and collectively, the “Parties.”

  1. Term of this Agreement. This Agreement commences on the date set forth on the Billing Invoice and expires at the conclusion of the Suite Event. Date and time of the Suite Event is subject to change.
  2. Fee. As consideration for the license Licensor is granting to Licensee, Licensee shall pay Licensor the fee set forth on the Billing Invoice (the “Fee”) without any offset or deduction. Payment of the Fee is due on the date set forth on the Billing Invoice. The Fee does not include applicable taxes, including, without limitation, the Prince George’s County Admissions tax. An estimate of taxes due is set forth on the Billing Invoice. This tax estimate is subject to adjustment based on new taxes that become due or adjustments to tax rates or how taxes are calculated. Taxes must be paid concurrently with payment of the Fee. Any additional taxes that become due shall be paid by Licensee within thirty (30) days of receipt of invoice. Licensee must make all payments with company, cashier’s, or certified checks, with a credit card, or by wiring funds to Licensor to the account specified in the Billing Invoice. The Fee only includes the price of any admission tickets for the Suite Event and any parking passes and any food and beverage specified on the Billing Invoice. If no parking passes or food or beverage is so specified, none is included, and Licensee must separately purchase at its own expense. Only food and beverage purchased from Licensor’s concessionaire (currently, Levy Premium Foodservice Limited Partnership (“Levy”))) may be brought into the Suite, and Licensor strongly encourages Licensee and all Guests (defined below) to drink responsibly. Licensor shall not be liable for and Licensee shall not assert any deduction, setoff, or claim of any nature against Licensor for any act or omission of Licensor’s concessionaire.
  3. Assumption of Risk. Licensee, on behalf of itself and any persons visiting or using the Suite during the Suite Event (“Guests”), assume all risk of personal injury or damages to, or loss of property of, Licensee and the Guests that arises out of or is related to Licensee’s or Guest’s attendance at the Suite Event for which Licensee licenses the Suite or otherwise purchases tickets pursuant to this Agreement, including but not limited to risk related to theft, flying objects, or any other cause, except where such loss, damage, or injury occurs within the Stadium and is solely and directly caused by Licensor’s gross negligence or willful misconduct. Licensee shall indemnify, defend, and hold harmless Licensor, Pro-Football, Inc. and their affiliated entities, the National Football League, Levy, any concert promoter or artist, and each of their respective owners, members, officers, directors, employees, providers, sponsors, and agents (the “Licensor Parties”) from and against all losses, damages, costs, expenses, claims, and other liabilities (including reasonable attorneys’ fees and costs) arising out of or related to (i) Licensee or the Guests’ use or occupancy of the Suite, or (ii) the act(s) or failure(s) to act of Licensee or the Guests, or (iii) Licensee’s breach or noncompliance with any of the terms of this Agreement.
  4. Use of Tickets. Except as permitted pursuant to any online ticket resale program administered by or under the oversight of Licensor or for resales at face value among Licensee and other licensees of the Suite (in the event the Suite is being shared by one or more licensees), Licensee and the Guests shall not resell any admission tickets to the Stadium, or any parking or guest passes purchased by or provided to Licensee. Any purported sale, transfer, or assignment in violation of this provision shall be null and void and shall constitute an Event of Default pursuant to Section 6. Licensee is prohibited from using tickets for any advertising or promotion. Licensee represents that Licensee has not dealt with any broker or agent in connection with this Agreement and agrees to indemnify, defend, and hold harmless the Licensor Parties against any claim made by any broker or agent against any Licensor Party.
  5. Stadium Rules. Licensee and the Guests shall at all times maintain proper decorum and shall abide by all laws and all rules and regulations established by Licensor, the NFL, and any promoter of any Suite Event to the extent Licensee or the Guests attend any such events (“Stadium Rules”). Such Stadium Rules may include the physical searching of Licensee and the Guests’ person or property by Stadium personnel or law enforcement in accordance with the Stadium Rules and Licensee expressly consents to such searches and waives any claims Licensee might have against Licensor the Licensor Parties in connection therewith. If Licensee or any of the Guests (i) violate any laws or Stadium Rules; (ii) conduct themselves in an unruly, rowdy, or disruptive manner; or (iii) engage in any behavior reasonably determined by Licensor to be harassing, hostile, demeaning or derogatory of other Stadium guests, employees, or vendors, as determined by Licensor in its sole discretion, Licensor may (i) immediately eject Licensee and any Guest and revoke the license to use the Suite and/or any admission ticket privileges at any time or (ii) exercise any of Licensor’s rights under this Agreement, including the right to declare Licensee in default or terminate this Agreement. Licensee shall reimburse Licensor for any damages or expenses, direct or indirect, incurred by Licensor as a result of the disruptive behavior and/or ejection of Licensee or any of Guests or any damage caused by Licensee or the Guests to the Suite or the Stadium. Licensor shall have the right to limit the use of lighting and sound from any source within the Suite, including, without limitation, television sets and radios. Licensor shall have access to the Suite at all times to ensure Licensee’s compliance with the Stadium Rules and for other purposes, including, without limitation, to perform routine maintenance. Licensee shall not make any alterations to the Suite, including signs and the fixtures or furnishings in it. Use of audio or visual recording or broadcast devices is expressly prohibited. Licensor reserves the right to relocate Licensee’s Suite. Licensor makes no representations or warranties that any particular entrances, exits, or other means of ingress or egress into or from the Stadium will be available for Licensee’s use.
  6. Events of Default. Licensee will be in default under this Agreement if Licensee (i) fails to make any payment when due (including, without limitation, any payment to Licensor’s concessionaire for food and beverage), (ii) if Licensee or any of the Guests engage in any illegal conduct or commit any material or repeat violation of the Stadium Rules (as determined in Licensor’s sole discretion), or (iii) otherwise breaches this Agreement (each of (i), (ii), and (iii), an “Event of Default”) and, in the case of a curable breach only, fails to cure such breach within ten (10) days after Licensor notifies Licensee of it. Upon an Event of Default, Licensor may, at its option and in addition to all other rights and remedies, with or without notice to Licensee, withhold distribution of admission tickets and/or parking passes, deny Licensee and Guests access to the Suite, and/or terminate this Agreement. If Licensor terminates this Agreement, all of Licensee’s rights shall immediately terminate and Licensee must immediately pay to Licensor all amounts due under this Agreement. Licensor shall have no duty to mitigate Licensor’s damages and shall not be obligated to pay Licensee any amounts that Licensor receives as a result of any re-licensing of the Suite. Licensor shall be entitled to recover all attorneys’ fees and costs incurred in connection with Licensee’s default. This is not an election of remedies and Licensor may exercise any other rights and remedies Licensor may have at law or in equity.
  7. Force Majeure. If an event outside of Licensor’s control (including, without limitation, riot, war, terrorism, fire, flood, severe storm, accident, enactment of local, state, or federal government law, rule, regulation, pandemic, epidemic, disease, player strike, lockout, walk out, or work stoppage) (each, a “Force Majeure Event”) makes it impractical for the Washington Commanders to play the game constituting the Suite Event, impractical for Licensor to provide Licensee with use of the Suite in whole or in part for the Suite Event (as determined by Licensor in its sole discretion), or if the Force Majeure Event otherwise renders the Suite unusable, Licensor’s obligations are suspended and Licensor shall not be in breach of this Agreement. If Licensor is unable to offer Licensee use of the Suite in full for the Suite Event, Licensee’s sole remedy shall be to receive, at Licensee’s option, either a pro-rata credit or pro-rata refund of the Fee based on the number of tickets Licensee did not receive. The foregoing is Licensee’s exclusive remedy if Licensor is unable to offer Licensee full use of the Suite as a result of a Force Majeure Event. Licensee specifically agrees that a Force Majeure Event may include an epidemic or pandemic such as COVID-19 and that government mandates or restrictions in place on the scheduled date of the Suite Event may result in no tickets being issued for the Suite Event or a limited number of tickets being issued. Licensor shall have the sole and absolute discretion to determine the manner in which to comply with any government mandate or restriction, including, without limitation, the number of tickets issued for the Suite Event and the recipients of such tickets. This may mean that Licensee may not be offered tickets to Licensee’s Suite for the Suite Event or may only be offered a limited number of tickets for the Suite Event. Licensor shall not be liable to Licensee in any way for failing to provide Licensee with tickets if Licensor exercises its discretion to comply with government mandates, restrictions, or guidance, and Licensee’s sole remedy for failing to receive tickets as a result of a Force Majeure Event is set forth in this Section 8.
  8. Dispute Resolution. This Agreement shall be governed by the internal laws of the State of Maryland. Any controversy, dispute, or claim of whatever nature arising out of or in any way related to this Agreement shall be finally decided at the request of any Party by final and binding arbitration, administered by and in accordance with the Rules and Procedures of the American Arbitration Association. The place of arbitration shall be Montgomery County or Prince George’s County, Maryland, and Maryland law shall apply. The Parties expressly waive any right to a trial by judge or jury and agree that they will faithfully observe this Agreement and will abide by and perform any award of the arbitrator, and that a judgment of any court having jurisdiction may be entered on the award. The prevailing Party in any arbitration or subsequent action to enforce the arbitration, including but not limited to, any collection proceedings, shall be entitled to recover its reasonable attorneys’ fees and costs, and pre and post judgment interest, and the Parties shall split any costs or expenses necessary to proceed with arbitration, including, without limitation, the cost of the arbitrator(s). The Parties agree that the arbitration procedure will be confidential and all conduct, statements, promises, offers, views, and opinions, oral or written, made during the arbitration by any Party or a Party’s agent, employee, or attorney shall remain confidential. Without limiting the foregoing, Licensee agrees not to make any public statement (i.e., written, verbal, online, or on social media accounts) related to any dispute that Licensee may have with Licensor.
  9. Name, Image, and Likeness Rights. Licensee understands and agrees that the image, likeness, and/or name of Licensee or Guests may be used throughout the universe as a part of any transmission in any media, whether now known or hereafter created, of all or a part of any event held at the Stadium or otherwise, as well as any dissemination by Licensor, the Washington Commanders, or the Washington Commanders’ sponsors, and Licensee, on behalf of itself and all of its Guests, consents to such use.
  10. Joint and Several Liability. If two or more individuals or entities execute this Agreement, or if Licensee is composed of more than one person, or is a partnership or joint venture, each respective individual or entity shall be jointly and severally liable to Licensor for all costs, payments, obligations, and responsibilities incurred hereunder, whether or not each individual or entity is a signatory to this Agreement, and Licensor shall not be liable for any loss, liability, or damage resulting from the sharing or division of this Agreement by each individual or entity.
  11. Miscellaneous. This Agreement grants Licensee only the right to use the Suite in the manner set forth herein, and does not grant Licensee or any of the Guests any property or other interest in the Suite or the Stadium. No delay or failure to exercise any right or remedy accruing to any Party shall impair any such right or remedy, nor shall it be construed as a waiver of any future right or remedy. Licensee may not assign or transfer this Agreement in whole or in part without Licensor’s prior written consent and any attempt do so in violation of this Agreement will be null and void in each instance. Licensor may assign this Agreement to any affiliated entity without Licensee’s consent. All notices shall be in writing and shall be deemed delivered three days after deposit in the U.S. mail, certified, return receipt requested, to Licensor at: 21300 Coach Gibbs Drive, Ashburn, VA 20147, Attn: Legal Department with a copy to [email protected] or to Licensee at the address on the Billing Invoice. The Parties are independent contractors. Licensor may mortgage, pledge, assign, or convey a security interest in, or otherwise encumber the Suite and this Agreement as security for financing or refinancing the construction and operation of the Stadium, and if Licensor elects to do so, Licensee’s rights hereunder will be subordinate thereto and Licensee shall submit to any credit checks of the anticipated holder of such interest. If any provision of this Agreement is declared invalid or unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be severed from the remainder of this Agreement, which shall remain in full force and effect. This Agreement constitutes the entire agreement between the Parties regarding its subject matter and may not be amended or otherwise modified except by a writing signed by an authorized representative of Licensee and Licensor. This Agreement may be executed in any number of counterparts and in electronic form (e.g. PDF, Adobe Sign), each of which will be deemed an original, but all of which taken together shall constitute one single agreement.