ATTORNEY GENERAL OF THE STATE OF NEW YORK ANTITRUST

ATTORNEY GENERAL OF THE STATE OF NEW YORK

ANTITRUST BUREAU

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In the Matter of :

NFL Ticketing Investigation : Assurance No. 16-181

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SETTLEMENT AGREEMENT

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In the Matter of :

NFL Ticketing Investigation :

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SETTLEMENT AGREEMENT

An Agreement among the Offices of the Attorneys General of the States and

Commonwealths of New York, Ohio, Massachusetts, Florida, and Pennsylvania and of the

District of Columbia, and the National Football League, dated November 15, 2016

This settlement agreement (the “Settlement Agreement”)

is made and entered into this

15th day of November, 2016, by and between, on the one hand, the Offices of the Attorneys

General of the States and Commonwealths of New York (“NYAG”), Ohio, Massachusetts,

Florida, and Pennsylvania and of the District of Columbia (collectively, the “State AGs”), and,

on the other hand, the National Football League (the “NFL”), an unincorporated association of

32 member clubs, with its headquarters in New York. The State AGs and the NFL are sometimes

collectively referred to herein as the “Parties” or individually as a “Party.”

WHEREAS, in 2014, the State AGs commenced an investigation pursuant to various

state antitrust and/or related laws enforced by the State AGs into certain ticketing practices (the

“Investigation”) including, but not limited to, certain ticketing practices of the NFL and several

of its member clubs, including the Buffalo Bills, the New York Jets, the New York Giants, the

This Settlement Agreement shall have the same effect as an Assurance of Discontinuance under New York law,

pursuant to N.Y. Exec. Law § 63(15) and under District of Columbia law, pursuant to D.C. Code § 28-4512, is an

Assurance of Voluntary Compliance under Pennsylvania law, pursuant to Section 201-5 of the Unfair Trade

Practices and Consumer Protection Law, 73 P.S. § 201-1, et seq., and is an Assurance of Discontinuance under

Massachusetts law, pursuant to M.G.L. c. 93A, § 5.

New England Patriots, the Philadelphia Eagles, and the Pittsburgh Steelers (collectively, the

“Investigated Clubs”), relating to the resale of NFL game tickets;

WHEREAS, as part of the Investigation, the State AGs sought information about (1) the

requirement that had been imposed by the NFL that a game ticket listed for resale on the NFL

Ticket Exchange, the “official” secondary ticketing platform of the NFL and its member clubs,

not be resold on the NFL Ticket Exchange platform for less than the season ticket member price

set for that ticket by the home club (the “League-wide Ticket Exchange Price Floor”) and (2)

certain other NFL and Investigated Club ticketing practices;

WHEREAS, the State AGs have been conducting the Investigation with respect to the

NFL and the Investigated Clubs through document review, taking witness testimony, and other

means;

WHEREAS, the State AGs found that there was a League-wide Ticket Exchange Price

Floor, that the League-wide Ticket Exchange Price Floor was removed in 2016 and is no longer

in effect, and that the NFL currently leaves the decision whether to maintain a “price floor” on

the NFL Ticket Exchange for tickets resold on that platform for its own home games to each

individual member club, to be made unilaterally;

WHEREAS, the Investigation has not, based on the review conducted to date, identified

an injury to consumers resulting from the League-wide Ticket Exchange Price Floor, alone or in

combination with other ticketing practices, and has not, based on the review conducted to date,

identified instances in which the NFL interfered with or otherwise precluded any member club’s

efforts to coordinate with any secondary ticket exchange in efforts to combat ticket fraud; and

WHEREAS, the State AGs find the relief and agreements contained in this Settlement

Agreement appropriate and in the public interest.

WHEREFORE IT IS HEREBY UNDERSTOOD AND AGREED, by and among the

Parties, that:

1. The State AGs shall discontinue the Investigation with respect to the NFL and its

member clubs.

2. The NFL shall not reinstate a League-wide Ticket Exchange Price Floor during

the Term of this Settlement Agreement.

3. The NFL shall refrain, during the Term of this Settlement Agreement, from:

(a) formally or informally coordinating or encouraging any pricing practices

among its member clubs that would result, directly or indirectly, in formal or informal

agreements among its member clubs with respect to price floors for the resale of tickets for

preseason, regular season or postseason playoff games held in the United States (but excluding

any game for which tickets are distributed primarily by the NFL and not by the NFL clubs, such

as the Super Bowl or the Pro Bowl); and

(b) promoting or requiring that its member clubs implement ticketing

technologies or practices that are designed or intended to substantially impede or preclude the

ability of consumers to buy or sell tickets on secondary ticket exchanges unless permissible

under applicable law.

4. The NFL will, within ten (10) business days of the execution of this Settlement

Agreement by all Parties, notify all relevant third party vendors, and thereafter shall take all

reasonable steps to ensure that (contingent on performance by such third party vendors), by

November 28, 2016 and continuing through the Term of this Settlement Agreement, if a seller

enters a proposed sale price for a secondary ticket transaction on the NFL Ticket Exchange

platform that is disallowed as a result of a price floor imposed by the home club, that seller is

immediately informed that the club has determined that the ticket may be posted for resale on the

NFL Ticket Exchange only in accordance with that club’s applicable price floor.

5. The NFL shall not, during the Term of this Settlement Agreement, intentionally

and substantially interfere with or otherwise preclude any member club from coordinating with

any secondary ticket exchange in efforts to combat ticket fraud; provided, however, that nothing

in this paragraph shall abrogate the NFL’s or that member club’s other commercial rights or

obligations or the right of the NFL or the member club to enforce such rights or obligations.

Subject to the foregoing, the NFL shall not enter into any new contract that precludes a member

club from coordinating with any secondary ticket exchange in efforts to combat ticket fraud.

6. The NFL shall send a copy of this Settlement Agreement to each member club.

7. The NFL shall send the State AGs a copy of any renewal of the current contract

between the NFL and Ticketmaster concerning secondary ticketing, and/or any new contract

between the NFL and another entity providing for the operation of an NFL-branded online

marketplace for resale of NFL game tickets, in each case with respect to contracts that are

executed or have an effective date on or before April 1, 2020. Such contract(s) will be provided

subject to New York Public Officers Law § 87(2)(d), Pennsylvania Administrative Code, 71 P.S.

§ 307-3, or any similar statute, rule, or precedent.

PAYMENT

8. Within ten (10) business days of the execution of this Settlement Agreement by

all parties, the NFL will make a payment of $99,750, pursuant to the instructions of the State

AGs, toward the costs incurred by the State AGs during the course of the Investigation, and will

also reimburse the State AGs, in an amount not to exceed $2,350, for certain outside vendor

costs incurred by the State AGs that will accrue through the end of August 2016.

RELEASE

9. Effective upon execution of this Settlement Agreement and full payment of the

amount due under Paragraph 8 above, the State AGs release and discharge the NFL, each of its

member clubs, and each of their respective owners, officers, employees, agents, successors,

merged or acquired entities, parent or controlling entities, subsidiaries, and affiliates, from any

all claims, suits, demands, damages, judgments, restitution, penalties, fines, actions and other

causes of action that the State AGs could have brought under federal, state, or local antitrust,

unfair competition, unfair practices, deceptive trade practices, price discrimination, unitary

pricing, trade practice, consumer or business protection, fraud protection or racketeering law,

civil conspiracy law, or similar law or requirement, whether based on statute, common law,

regulation, ordinance or otherwise of any jurisdiction within the United States arising out of the

League-wide Ticket Exchange Price Floor (through the date of execution of the Settlement

Agreement). Nothing contained in this Paragraph shall be construed to limit the ability of the

State AGs to enforce the obligations that the NFL and its officers, agents, and employees acting

on its behalf, have under this Settlement Agreement.

MISCELLANEOUS

10. The State AGs have agreed to the terms of this Settlement Agreement based on,

among other things, representations made to the State AGs by the NFL and the Investigated

Clubs. To the extent that any material representations made by the NFL or the Investigated Clubs

are later reasonably found to have been designed to mislead, this Settlement Agreement is

voidable by the State AGs, individually or collectively, in their sole discretion. In such case, the

Release provided herein would be forfeited.

11. If the Settlement Agreement is deemed voided by any of the State AGs pursuant

to Paragraph 10 or breached by the NFL, the NFL agrees that, with respect to any subsequent

action brought by the State AGs, any statute of limitations or other time-related defenses

applicable to the subject of the Settlement Agreement and any claims arising from or relating

thereto are tolled from and after the date of this Settlement Agreement.

12. No representation, inducement, promise, understanding, condition, or warranty

not set forth in this Settlement Agreement has been made to or relied upon by any Party in

agreeing to this Settlement Agreement.

13. Acceptance of this Settlement Agreement by the State AGs shall not be deemed

approval by the State AGs of any of the practices or procedures referenced herein, and the NFL

shall make no representation to the contrary.

14. Nothing contained herein shall be construed as relieving the NFL of the obligation

to comply with all state and federal laws, regulations or rules, nor shall any of the provisions of

this Settlement Agreement be deemed permission to engage in any act or practice prohibited by

such law, regulation or rule.

15. This Settlement Agreement is not intended for use by any third party in any other

proceeding and is not intended, and should not be construed, as an admission of conduct, or as an

admission or finding of wrongdoing, competitive or consumer harm, or liability.

16. The NFL represents and warrants, through the signatures below, that the terms

and conditions of this Settlement Agreement are duly approved, and execution of this Settlement

Agreement is duly authorized. Nothing in this paragraph affects the NFL’s (i) testimonial

obligations or (ii) right to take legal or factual positions in defense of litigation or other legal

proceedings to which State AGs are not a party.

17. This Settlement Agreement may not be amended except by an instrument in

writing signed on behalf of all the parties to this Settlement Agreement.

18. This Settlement Agreement shall be binding on and inure to the benefit of the

Parties and their respective successors and assigns, provided that no party, other than the State

AGs, may assign, delegate, or otherwise transfer any of its rights or obligations under this

Settlement Agreement without the prior written consent of the State AGs.

19. In the event that any one or more of the provisions contained in this Settlement

Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, in

the sole discretion of the State AGs, such invalidity, illegality, or unenforceability shall not affect

any other provision of this Settlement Agreement.

20. To the extent not already provided under this Settlement Agreement, the NFL,

upon reasonable request by one or more the State AGs, agrees to provide information sufficient

to show compliance with this Settlement Agreement.

21. All notices, reports, requests, and other communications to any party pursuant to

this Settlement Agreement shall be in writing and shall be directed as follows:

If to the NFL, to:

Anastasia Danias

Senior Vice President and Chief Litigation Officer

National Football League

345 Park Avenue

New York, NY 10154

[email protected]

with copy to:

Derek Ludwin

Covington & Burling LLP

One CityCenter

850 Tenth Street, NW

Washington, DC 20001-4956

[email protected]

If to the State AGs, to:

Jeremy R. Kasha

Assistant Attorney General

Antitrust Bureau

Office of the New York State Attorney General

120 Broadway, New York, NY 10271-0332

[email protected]

The Attorney General of New York will act as liaison counsel and shall forward any notices to

the other Attorneys General in the State AG group. The Parties may, upon written notice to the

other Parties, change these notice designations.

22. Nothing contained herein shall be construed as to provide or deprive any person

of any private right under the law nor to provide or deprive the NFL of any defense, claim, or

counterclaim in any action involving the assertion of any private right by any person, where none

of the State AGs is a party to such action.

23. This Settlement Agreement constitutes the entire agreement between the Parties

and supersedes any prior communication, understanding or agreement, whether written or oral,

concerning the subject matter of this Settlement Agreement.

24. This Settlement Agreement is the product of informed negotiations and involved

compromises of the Parties’ positions. The terms of this Settlement Agreement shall not be

construed in favor of or against any Party on account of its participation in the negotiation and

drafting of this Settlement Agreement.

25. All captions and headings herein are inserted for convenience of reference only

and shall not affect the meaning or interpretation of the Settlement Agreement.

COMMONWEALTH

MASSACHUSETTS

MAURA

HEALEY

ATTORNEY

GENERAL

TruJJ

Tn^lcL^,

MICHAEL

MACKENZIE

Assistant

Attorney

General

WILLIAM

MATLACK

Chief,

Antitrust

Division

Office

the

Attorney

General

Massachusetts

One

Ashburton

Place,

Floor

Boston,

02108

617-963-2369

[email protected]

ATTORNEYS

FOR

THE

COMMONWEALTH

MASSACHUSETTS