UCup 2009-12MusicITT(Final) (3)[4].pdf | Law Of Agency | Pop Culture

UEFA Cup 2009 - 2012

Invitation to Tender for Official Music 4 August 2008

Invitation to Tender for Official Music

1.

INTRODUCTION

The Union des Associations Européennes de Football (“UEFA”) is responsible to its members as the governing body of European football. Since the 1971 – 1972 season, some of Europe’s most famous and successful football clubs have competed on an annual basis for the honour of being crowned the UEFA Cup winners. The UEFA Cup has a rich heritage but also has a bright and exciting future. UEFA is currently undertaking a complete rebranding exercise in relation to the UEFA Cup to be implemented from the 2009 - 2010 season, which may result in UEFA implementing a new competition name and logo. As part of this rebranding exercise, UEFA wishes to commission a new sonic brand for the UEFA Cup, which would be used as from the 2009 – 2010 season for a minimum of three (3) seasons (the “Official Music”) and, ideally, for a longer period.

2.

PURPOSE OF THIS DOCUMENT

The purpose of this Invitation to Tender document (the “ITT”) is to invite qualified parties that have been identified by UEFA (the “Composers”) to submit proposals in respect of the Official Music (the “Proposals”) in accordance with the process described, and the terms and conditions specified in, this ITT. The tender process will be administered on UEFA’s behalf by TEAM Marketing AG (“TEAM”), UEFA’s sole and exclusive agent for the exploitation of certain commercial rights in relation to the UEFA Cup. The full terms and conditions upon which any Composer will be selected and appointed will contain and reflect the matters set out in this ITT, together with further details, terms and conditions contained in a longform agreement to be prepared by UEFA. UEFA is committed to carrying out a full and fair tender procedure as described in this ITT and invites the Composers to submit their Proposals in accordance with the provisions set out in this ITT. UEFA thanks you for your interest and looks forward to receiving your Proposal. Access to the following materials, which are referred to in this ITT, shall be granted in electronic format separately to each Composer who returns a Letter of Undertaking (as defined in Section 2.1 of Part A of this ITT) within the specified deadline: (a) (b) (c) the UEFA Cup Brand Manual; the UEFA Cup Stadium and Event Music; and suitable video sequences, to which Composers should synchronise their Proposals (comprising of player walk-out, player line-up and thirty (30) second seasonal sequence) – see Section 1.2 of Part A of this ITT for further information.

2

Invitation to Tender for Official Music

PART A – REQUIREMENTS AND PROCEDURE
1. 1.1 OFFICIAL MUSIC REQUIREMENTS OBJECTIVES

The Official Music should convey and promote: (a) (b) the UEFA Cup’s positioning statement – being “The Challengers on a European Adventure”; and the UEFA Cup’s brand personality values – being “Colourful”, “Adventurous”, “Unpredictable” and “Thrilling/Dynamic”,

into a powerful sonic language, which will be made available in a wide range of edits. The Official Music should also: • be an original work, free of any third party intellectual property rights and/or other rights (e.g. performing rights). If a Composer wishes to use an existing work (in whole or in part) then the Composer should provide details, in writing as part of its Proposal, of how the issue of third party rights in the Official Music will be addressed. All copyrights and other intellectual property rights throughout the world in the Official Music (including lyrics if any) and any recordings of the Official Music would need to be irrevocably and unconditionally assigned to UEFA ; develop a distinct UEFA Cup brand personality and, in particular, be distinguishable from the official music of the UEFA Champions League (see Part C of this ITT for further information); promote the UEFA Cup as the largest European football club competition, represented by the widest range of clubs; appeal to a wide scope of cultures, without descending into ‘Euro-muzak’; and be able to be used in a wide variety of music edits, which work across many applications from television broadcasts to hand-held devices.

• • • •

It is important that UEFA is able to use, exploit and otherwise deal with the Official Music in its absolute discretion and also grant to third parties, including its various commercial partners, the right to use, exploit and/or deal with the Official Music free of any on-going royalties or other payments and without having to obtain any third party consents or clearances. UEFA will require contractual guarantees and/or written waivers to confirm this position. If a Composer is a member of the PRS (or equivalent collecting society) then this should be confirmed in writing together with the relevant Composer’s Proposal.

1.2

PRESENTATION FORMATS

In order to demonstrate flexibility of use, Composers should submit a minimum of three (3) separate and different compositions, applied to each of the following applications: (a) player walk-out (thirty (30) seconds duration, with fade of five (5) – ten (10) seconds duration) – to be used as the players walk through and leave the tunnel to enter the pitch (i.e. three (3) synchronised video examples, being one (1) per composition); player line-up (thirty (30) seconds duration, with fade of five (5) – ten (10) seconds duration) – to be used during the player line-up on the pitch prior to kick-off (i.e. three (3) synchronised video examples, being one (1) per composition);
3

(b)

Invitation to Tender for Official Music

(c)

broadcast purposes (thirty (30) seconds duration, with fade of five (5) – ten (10) seconds duration) – to be used for opening TV sequences, which typically varies from fast-dynamic-high impact to slowermoving stylish emotive music (i.e. three (3) synchronised video examples, being one (1) per composition); and general stadium music (minimum ninety (90) seconds duration, with fade of five (5) – ten (10) seconds duration) – to be used before kick-off and during half-time.

(d)

A Proposal should therefore, as a minimum, consist of: • • a total of nine (9) synchronised video sequences, representing three (3) compositions for each of the applications set out in (a), (b) and (c) above; and three (3) audio edits for the application set out in (d) above only.

As set out in Section 2.2 of Part A of this ITT, all compositions should be submitted on both CD (audio only) and DVD (in respect of the synchronised video sequences). The footage made available to relevant Composers is provided for the sole purpose of synchronising the relevant music edits and may not be used for any other purpose.

1.3

TECHNICAL REQUIREMENTS

The Official Music must be distinctive and instantly recognisable in all on-air applications and must also work in an event environment. All edits must instantly communicate the vibrant UEFA Cup brand and the selected Composer(s) will be contractually required to mix the music to accommodate various acoustic conditions. All edits must have something different to say – they should not just be edited/cut down versions of the longest edit. Due to the heavy rotation of play foreseen for the Official Music (e.g. on-air and in stadia), the vast range of edits must contain an element of surprise. An indication of the edits that the selected Composer(s) will be required to produce in relation to the Official Music is set out in Part B of this ITT for information purposes. A definitive and detailed list of the actual required edits will be specified in the Agreement (as defined in Section 2.5 of Part A of this ITT).

1.4

ADDITIONAL AREAS OF APPLICATION

Composers are also invited to propose further ideas in relation to the Official Music, with a view to further promoting the values and visibility of the UEFA Cup brand and to help encourage maximum use of the Official Music by broadcasters, clubs and sponsors. Any proposal in this regard should be submitted together with the relevant Composer’s Proposal.

1.5

PARTICIPATION FEE

Each Composer who provides a Letter of Undertaking (as defined in Section 2.1 of Part A of this ITT) within the specified deadline and thereafter submits a Proposal shall receive a participation fee of five thousand Swiss Francs (CHF5,000) inclusive of any and all taxes (the “Participation Fee”). The Participation Fee shall be paid to Composers in Swiss Francs within thirty (30) days of receipt of a full and complete invoice in respect thereof. TEAM, on UEFA’s behalf, will send each relevant Composer a Purchase Order, which will contain all details necessary for a Composer to prepare the relevant invoice. Should UEFA select a shortlist of Composers or open one or more additional rounds for the submission of Proposals, UEFA may in its absolute discretion, decide to provide the relevant Composers with a further participation fee in respect thereof (which shall be paid in addition to the Participation Fee).
4

Invitation to Tender for Official Music

2.

TENDER PROCEDURE

Composers should submit their Proposals in accordance with UEFA’s requirements as set out in this ITT. Save as set out in Section 1.5 of Part A of this ITT, each Composer is solely responsible for all costs, expenses and liabilities incurred in relation to the preparation and submission of its Proposal, any responses to requests for further information and any subsequent negotiations in relation to its Proposal.

2.1

LETTERS OF UNDERTAKING

Composers wishing to participate in the ITT process are required to send a letter of undertaking in the form set out in Part E of this ITT (the “Letter of Undertaking”), by registered mail to be received by 18:00 Central European Time on Monday11 August 2008, to the following address: TEAM Marketing AG [ ] Any Proposal received from a Composer who has failed to submit a Letter of Undertaking by such deadline, will be rejected by UEFA.

2.2

SUBMISSION OF PROPOSALS

All Proposals must be submitted in duplicate on both CD (audio only) and DVD (synchronised to footage where applicable – see Section 1.2 of Part A of this ITT for further details) and sent by registered mail to be received by 18:00 Central European Time on Friday 19 September 2008, to the following addresses: UEFA [ and TEAM Marketing AG [ ] Unless otherwise agreed in writing by UEFA, Proposals may not be amended in any way. Full contact details of the relevant Composer’s nominated contact person, to whom UEFA and TEAM should direct any correspondence, materials or communications, should be provided with each Proposal. Each Proposal must be accompanied by a detailed indicative budget, which should include a full breakdown of costs and expenses to be incurred by a Composer if it was selected by UEFA to produce the various Official Music edits set out in Part B of this ITT. The list of edits contained in Part B is provided for information purposes and is indicative only - a definitive and detailed list of the actual required edits will be specified in the Agreement (as defined in Section 2.5 of Part A of this ITT). ]

2.3

EVALUATION OF PROPOSALS

The consideration, evaluation and acceptance of any Proposal, will be at UEFA’s absolute discretion. UEFA reserves the right to accept or reject any Proposal submitted, without giving any reasons for its decision. It is currently envisaged that conference calls will be scheduled with each Composer that has returned a Letter of Undertaking by the deadline specified in Section 2.1 of Part A of this ITT and TEAM (on UEFA’s behalf) shall contact each relevant Composer in this regard. The purpose of such conference calls will be to enable UEFA and TEAM to provide the relevant Composers with any initial clarification necessary in relation
5

Invitation to Tender for Official Music

to this ITT, any other materials provided to Composers and UEFA’s requirements in relation to the Official Music. Following the receipt of Proposals and their subsequent evaluation by UEFA, Composers may be required to provide clarification and/or further information with respect to their Proposals. Composers will co-operate fully with UEFA and TEAM in this respect. Composers whose Proposals have not been selected will be informed by TEAM (on UEFA’s behalf), without any obligation to provide any reasons for the decision.

2.4

SHORTLISTING

UEFA reserves the right to select a shortlist of Composers, to modify such shortlist and/or to select further shortlists of Composers at any time. UEFA may also open one or more additional rounds for the submission of Proposals.

2.5

NEGOTIATIONS

The selection of any Composer(s) and the relevant Proposal(s) shall be subject to the execution of a longform agreement between UEFA and the relevant Composer(s), which shall be prepared by UEFA (the “Agreement”). No Agreement shall be binding on UEFA until such Agreement has, at UEFA’s absolute discretion, been accepted and fully executed by UEFA. No third parties have any authority to bind or otherwise commit UEFA. UEFA may, as part of its evaluation process, provide any shortlisted Composers with a copy of the Agreement and request all of their written comments thereon within a fixed timeframe. UEFA reserves the right to withdraw from negotiations with any Composer(s) and/or not execute any Agreement executed by a Composer.

2.6

TIMETABLE

An indicative timetable of the ITT process is set out below. This timetable is subject to change by UEFA at any time. • • • • ! ! Receipt of Letters of Undertaking from Composers Conference call with each relevant Composer Deadline for receipt of Proposals Evaluation of Proposals received Agreement negotiation and execution Final delivery of inventory of Official Music edits by 11 August 2008 14 August 2008 19 September 2008 by 3 October 2008 by 7 November 2008 by 5 December 2008

2.7

ENQUIRIES

Following the distribution of this ITT to Composers, TEAM (on UEFA’s behalf) will, where possible, provide any clarification reasonably requested in relation to the content of this ITT and the proposed process. All enquiries should be submitted in writing marked for the attention of [ ] at TEAM by fax ([ ]) or e6

Invitation to Tender for Official Music

mail ([ ]). No response will be provided to any enquiry received after 12:00 Central European Time on Friday 12 September 2008. Replies to requests for further information will be provided to the relevant Composer in such manner as is deemed appropriate by UEFA and TEAM. UEFA reserves the right to circulate to all Composers its response to any query received, but without revealing the identity of the enquirer. To the extent that UEFA’s UEFA Cup rebranding exercise affects this ITT, Composers will be informed accordingly.

7

Invitation to Tender for Official Music

PART B – INDICATIVE UEFA CUP MUSIC APPLICATIONS
Composers should note that the UEFA Cup Brand Manual and the UEFA Cup Stadium and Event Music cover all existing UEFA Cup brand applications and music usage. This Part B is intended to provide an indication of the scope of Official Music edits that may be required by UEFA and should be used as a guide only. The detailed and definitive final inventory of Official Music edits will be set out in the Agreement.

A.

SEQUENCES

1. Opening sequence versions
• • •

1 x 40" opening 1 x 30" opening 1 x 20" opening

2. Closing sequence versions
• • •

1 x 20" closing 1 x 15" closing 1 x 10” closing

B.

STUDIOS
Animated loops - used for studio on-air, 30" moving background. May be used for live match graphics, live events and video production support An audio living hold would be required, whereby the stripped down version of the music (e.g. simple percussion and simple chord sequences derived from the original composition) are used as background music and for voiceovers and trailers etc.

C.

ADDITIONAL PROMO KIT APPLICATIONS

The Official Music could be used to accompany graphics as a credits frame (with or without logo and/or stadia identity graphic based).

D.
• • • •

BREAK BUMPERS AND LOGO ANIMATION
1 x 3” (with and without living hold); 1 x 5” (with and without living hold); 1 x 10” (with and without living hold); and 1 x 15” (with and without living hold).

E.
1. • • •

THE LIVE EXPERIENCE
Matches countdown to kick-off goals player walk-on
8

Invitation to Tender for Official Music

• • • • 2. • • • 3. • • • • 4. • • 5. • • 6. • • 7. •

team line-up player walk-off half-time interval post match (fans leaving stadium) Ceremonies opening ceremonies final match ceremony medals and cup presentation Hospitality corporate hospitality village entertainment welcome dinners continuous loop edit for hospitality facilities city centre street events Radio jingles programmes New Media on-line promotion of official websites (including downloads) Licensed merchandise video games (on all platforms) on line gaming Digital Applications downloadable sound for digital cellular phones, handheld computers and other current or future digital portable devices

F.

Example of application edits required
Track No. 1 2 3 4 5 6 5 6 Edit Time 1” 1” 2” 2” 3” 3” 4” 4” Version No decay With decay No decay With decay No decay With decay No decay With decay
9

Invitation to Tender for Official Music

7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24

5” 5” 8” 8” 10” 10” 15” 15” 20” 20” 30” 30” 40” 40” 60” 60” 90” 90”

No decay With decay No decay With decay No decay With decay No decay With decay No decay With decay No decay With decay No decay With decay No decay With decay No decay With decay

10

Invitation to Tender for Official Music

PART C – UEFA CUP POSITIONING
Set out below is a description of how UEFA positions its top European football club competitions – the UEFA Champions League and the UEFA Cup. This Part C is intended to provide Composers with a guide as to how UEFA wishes the Official Music to form part of the distinctive UEFA Cup brand and be distinguishable from the UEFA Champions League official music.

THE UEFA CUP
• “The Challengers on a European Adventure”

THE UEFA CHAMPIONS LEAGUE
• “The Best of the Best on the Ultimate Stage”

• Core ideology – Vision To create the opportunity for more of Europe’s clubs to challenge for European glory • Core purpose – Mission To give more fans and players the thrill of a European Adventure • Differentiating Values Variety Challenging Openness Togetherness

• Core ideology – Vision To create the Ultimate Stage for Europe's Club Championship • Core Purpose – Mission To give fans the best of the best in world club competitions • Differentiating Values Proud Inspiring Passionate Excellence

• Supporting Values European, Authentic, Aspiring • Personality - Colourful - Adventurous - Unpredictable - Thrilling/Dynamic

• Supporting Values Global, Authentic, Exciting, Entertaining

• Personality
Confident Inspiring Perfectionist Elite

11

Invitation to Tender for Official Music

PART D - LEGAL PROVISIONS
1.
1.1

STATUS OF THIS ITT
This ITT does not – and is not intended to – constitute a contract or an offer which is in any way capable of acceptance. Nothing in this ITT or in any other materials provided by UEFA or its representatives, agents or employees either with this ITT or during the ITT process nor any communication made by UEFA or its representatives, agents or employees at any time shall be construed as a grant (or an offer or agreement to or an obligation to grant) by UEFA of any rights, nor shall it be taken as constituting any appointment of a Composer or a representation that a Composer will be granted any rights or appointed by UEFA in any capacity. UEFA neither accepts nor assumes any obligation under or in connection with this ITT and UEFA reserves the right to change any aspect of this ITT at any time or to issue an amended ITT. UEFA is not under any obligation to accept any Proposal. Composers may be shortlisted or rejected by UEFA at any time and/or asked to clarify or resubmit any Proposal which fails to meet the requirements of UEFA as set out in this ITT. No reason(s) need be given by UEFA for any rejection or for any other decision made in connection with this ITT or the ITT process. UEFA shall have the sole right to determine whether or not any negotiations are conducted and to determine the basis, period and method of negotiation. The information contained in this ITT is provided in summary form only and does not purport to set out complete descriptions of the rights which are the subject of this ITT, any arrangements relating to those rights or any contractual terms subject to which those rights will be granted. The rights and the terms upon which they may be granted to any Composer, will be strictly as set out in any Agreement. Neither UEFA nor any of its representatives, agents or employees make or give any representation or warranty or accept any responsibility for the accuracy, adequacy or completeness of any of the information contained in this ITT, any other material provided either with this ITT or during the ITT process or any communication made at any time, nor shall they be liable for any loss, damage, liability or expense suffered or incurred by any Composer in reliance upon such information. Save for the payment of the Participation Fee to the relevant Composer(s): (a) neither UEFA nor any of its representatives, agents or employees shall be responsible for any loss, damage, liability or expense that may be suffered or incurred by Composers in relation to the ITT process and/or any subsequent negotiations; and each Composer shall be solely responsible for all costs, expenses and/or liabilities incurred by it or any third party who assists the Composer in the preparation of its Proposal and in any subsequent stage of the ITT process, including in any negotiations with UEFA (whether or not an Agreement is entered into with such Composer).

1.2 1.3

1.4

1.5

1.6

(b)

2.
2.1

AGREEMENT
The selection and appointment of any Composer(s) shall be subject to UEFA and the relevant Composer(s) executing an Agreement, which will set out all of the terms and conditions upon which the relevant Composer(s) is to be appointed. The Agreement shall be prepared by UEFA and shall include UEFA’s standard terms and conditions for an agreement of this nature (including, without limitation, in relation to the assignment of intellectual property rights in the Official Music).

Invitation to Tender for Official Music

2.2

No Agreement shall be binding on UEFA until such Agreement has, at UEFA’s absolute discretion, been accepted and fully executed by UEFA. No third parties have any authority to bind or otherwise commit UEFA.

3.
3.1

INTELLECTUAL PROPERTY
Each Composer acknowledges that all intellectual property rights for all purposes throughout the world and all commercial opportunities of whatsoever nature in relation to the following are and shall remain the sole and exclusive property of UEFA: (a) (b) UEFA and the UEFA Cup (including but not limited to the UEFA Cup name, logo and trophy); this ITT, the UEFA Cup Brand Manual, the UEFA Cup Stadium and Event Music and any other materials and/or information provided to Composers during the ITT process (including, without limitation, all physical materials upon which such materials and/or information is recorded or stored); and any ideas, concepts, proposals, or music (including lyrics) and recordings thereof, whether relating to the UEFA Cup, UEFA Cup branding or otherwise, created by a Composer in connection with this ITT.

(c)

3.2

This ITT, the UEFA Cup Brand Manual, the UEFA Cup Stadium and Event Music and all other materials and/or information provided to Composers during the ITT process (including, without limitation, footage), are provided to Composers solely for the purpose of enabling Composers to submit Proposals to UEFA and may not be used for any other purpose. Such materials and/or information are intended for internal purposes only and may not be distributed externally or publicly. Once received by UEFA, each Proposal shall become the physical property of UEFA. Each Composer undertakes, warrants and represents to UEFA that, within five (5) days of notification by UEFA that its Proposal has been rejected, it shall destroy this ITT and any and all copies made of this ITT, the UEFA Cup Brand Manual, the UEFA Cup Stadium and Event Music and any other materials and/or information provided to Composers during the ITT process.

3.3 3.4

4.
4.1

CONFIDENTIALITY
Each Composer undertakes, warrants and represents to UEFA that all documents and information provided by UEFA in connection with the ITT process shall be kept strictly confidential at all times and that it shall not disclose any such information (or any part thereof) to any third party (other than to its professional advisers) without the prior written consent of UEFA, which may be given or withheld in its absolute discretion. Composers are strictly prohibited from making any form of public announcement or statement relating directly or indirectly to this ITT, the ITT process, UEFA, the UEFA Cup or its Proposal (whether selected or not), without the prior written consent of UEFA, which may be given or withheld in its absolute discretion. Each Composer acknowledges and agrees that UEFA shall have the sole right to make any announcement in relation to this ITT, the ITT process and the selection and/or appointment of any Composer(s).

4.2

5.
5.1

GENERAL
If UEFA considers that any Composer is or is likely to be in breach of any of the terms and conditions of this ITT, then UEFA shall (without prejudice to its rights and/or remedies arising under law) be

13

Invitation to Tender for Official Music

entitled to reject any Proposal received from such Composer, without any requirement to give such Composer notice and without any further liability to such Composer. 5.2 This ITT and any related documentation and correspondence shall be governed by and construed in accordance with the laws of Switzerland. Any and all disputes arising in relation to this ITT or the ITT process shall be submitted to the exclusive jurisdiction of the courts of Nyon, Switzerland.

14

Invitation to Tender for Official Music

PART E – LETTER OF UNDERTAKING

[TO BE PRINTED ON THE COMPOSER’S OFFICIAL LETTERHEADED]
UEFA [

] LETTER OF UNDERTAKING

By submitting this letter of undertaking, I/we hereby confirm that I/we have read and understood the Invitation to Tender issued by UEFA on 4 August 2008 in relation to the UEFA Cup 2009 – 2012 Official Music and that I/we accept and agree to comply with and to be bound by all of the terms and conditions set out therein. I/we acknowledge that this letter of undertaking will be effective immediately upon your receipt, is irrevocable and that UEFA and TEAM shall be entitled to rely on it for the purposes of evaluating any proposal submitted by me/us in relation to the UEFA Cup 2009 – 2012 Official Music. For and on behalf of [name of Composer] Signature: Name: ____________________________________________________________ ____________________________________________________________

15

Sign up to vote on this title
UsefulNot useful