BCPC - 657 Response Package

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s. 16, s. 17, s.

21

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Ministry of Tourism, BC Pavilion Corporation


Arts, Culture and Sport Suite 200 - 999 Canada Place
Office of the Deputy Minister Vancouver BC V6C 3C1
PO Box 9812 Stn Prov Govt Tel: 604-482-2200
Victoria BC V8W 9W1 PavCo – BC Pavilion Corporation
Tel: 778-698-0450

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Page 2

s. 16, s. 17, s. 21

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TABLE OF CONTENTS

1 INTRODUCTION

2 EFFECTIVENESS AND FULFILMENT OF STADIUM AGREEMENT

3 OBLIGATIONS OF STADIUM AUTHORITY

4 SELECTION OF STADIUM

5 CONSTRUCTION, RENOVATION AND PREPARATION OF STADIUM

6 PROVISION AND USE OF STADIUM / ACCESS TO STADIUM

7 STADIUM REQUIREMENTS

8 OPERATION OF STADIUM

9 GENERAL OPERATIONAL MATTERS

10 STADIUM INSPECTION VISITS / TEST EVENTS

11
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STADIUM-RELATED RIGHTS
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12 SUSTAINABILITY REQUIREMENTS AND HUMAN RIGHTS

13 STADIUM RENTAL FEE AND COSTS

14 COMMERCIAL RIGHTS

15 INSURANCE

16 MISCELLANEOUS

ANNEXE 1 Glossary of Terms

ANNEXE 2 Stadium Information

ANNEXE 3 Stadium Rental Fee

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TABLE OF CONTENTS

1 INTRODUCTION

1.1 FIFA
1.2 Member Association
1.3 [Intentionally Deleted.]
1.4 2026 FWC Entity
1.5 Joint Hosting of Competition

2 EFFECTIVENESS AND FULFILMENT OF STADIUM AGREEMENT

2.1 Conclusion of Stadium Agreement


2.2 Fulfilment of Stadium Agreement
2.3 FIFA as Third Party Beneficiary
2.4 FIFA World Cup Tests

3 OBLIGATIONS OF STADIUM AUTHORITY

3.1 Definition of Obligations


3.2 Stadium Agreement
3.3 2026 FWC Hosting Requirements
3.3.1 General Provisions
3.3.2 Initial Version of 2026 FWC Hosting Requirements
3.3.3 Final Version of 2026 FWC Hosting Requirements
3.4 Change of Obligations
3.5 Compliance with Stadium Agreement
3.6 Substitute Performance

4 SELECTION OF STADIUM

4.1 Selection Process


4.2 Selection Criteria
4.3 Selection of Stadiums
4.4 Acceptance of Selection Process and FIFA Decision
4.5 Revocation of Stadium Selection

5 CONSTRUCTION, RENOVATION AND PREPARATION OF STADIUM

5.1 Stadium Construction and Renovation Plan


5.2 Monitoring, Observation and Inspection
5.3 Stadium Completion Date
5.4 Stadium Overlay Infrastructure

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6 PROVISION AND USE OF STADIUM / ACCESS TO STADIUM

6.1 General Principle


6.2 Exclusive and Non-Exclusive Use of Stadium
6.2.1 Exclusive Use of Stadium
6.2.2 Non-Exclusive Use of Stadium
6.3 Prior Access to Stadium
6.4 Clean Stadium Obligations

7 STADIUM REQUIREMENTS

7.1 General Principle


7.2 Space Requirements
7.3 Infrastructure Requirements
7.4 Broadcast and Media Requirements
7.4.1 General Principle
7.4.2 Host Broadcaster Requirements
7.4.3 Pitch Area
7.4.4 Media Tribune
7.4.5 Stadium Media Centre (SMC)
7.4.6 Mixed Zone
7.4.7 Press Conference Room
7.4.8 TV Studios / Presentation Studios / Announcer Platforms
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7.4.9 Flash Interview Facilities
7.4.10 Broadcast Compound
7.4.11 Access to Media Facilities
7.4.12 Common Area TV (CATV)
7.4.13 Media Backdrops
7.5 IT Requirements
7.6 Stadium Power
7.7 Stadium Capacities
7.7.1 Seating Capacity
7.7.2 Hospitality Seating/Box Capacity
7.8 Stadium Seating
7.8.1 General Principle
7.8.2 Permanent and Temporary Seating
7.8.3 Seating Plans
7.8.4 VIP Tribune
7.9 Stadium Perimeters
7.10 Controlled Area
7.11 Pitch Area
7.12 Field of Play
7.13 Stadium Parking and Access Routes
7.13.1 Parking Facilities
7.13.2 Access Routes
7.13.3 Use and Management of Parking Facilities
7.14 Stadium Maps and Drawings
7.15 Ticketing Matters

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7.15.1 Ticket Office
7.15.2 Accessibility Seating
7.15.3 Provision of Electronic Access Control System
7.15.4 Ticketing Facilities
7.15.5 IT Infrastructure
7.15.6 Liaison with Local Municipalities
7.15.7 Dedicated Entrances
7.15.8 Inspection Tours

8 OPERATION OF STADIUM

8.1 General Principle


8.2 Stadium Authority Responsibilities
8.2.1 Stadium Operations
8.2.2 General Support
8.3 Stadium Authority´s Personnel
8.4 Infotainment
8.5 Stadium Safety and Security
8.6 Stadium Decoration and Directional Signage
8.6.1 Stadium Decoration
8.6.2 Directional Signage

9 GENERAL OPERATIONAL MATTERS

9.1 Communication
9.2 Project Management Plan
9.3 Permits and Concessions
9.4 Tickets

10 STADIUM INSPECTION VISITS / TEST EVENTS

10.1 Stadium Inspection Visits


10.2 Test Events

11 STADIUM-RELATED RIGHTS

11.1 Existing Rights of Stadium Authority and Third Parties


11.2 Stadium Names
11.3 Stadium Intellectual Property Rights

12 SUSTAINABILITY REQUIREMENTS AND HUMAN RIGHTS

12.1 Sustainability Requirements

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12.1.1 General Principle
12.1.2 Stadium Sustainability Certifications
12.2 Human Rights and Labour Standards
12.2.1 General Principle
12.2.2 Undertakings by Stadium Authority

13 STADIUM RENTAL FEE AND COSTS

13.1 Stadium Rental Fee


13.2 Costs and Expenses of Stadium Authority
13.3 Taxes

14 COMMERCIAL RIGHTS

14.1 Ownership of Rights


14.1.1 General Principle
14.1.2 Transfer and Proof of Rights
14.1.3 Reservation of Rights
14.2 Media Rights
14.2.1 Production
14.2.2 Distribution
14.3 Marketing Rights
14.3.1 Marketing Rights Programme

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14.3.2 Exercise of Marketing Rights
14.3.3 FIFA Guidelines
14.3.4 Stadium Authority Support
14.3.5 No Association of Third Parties
14.3.6 Programmes and Publications
14.4 Use of Products and Services of Commercial Affiliates
14.4.1 General Principle
14.4.2 FIFA Support
14.4.3 Third Party Products and Services
14.4.4 Further Integration of Commercial Affiliates
14.5 Competition Marks
14.5.1 Introduction
14.5.2 Ownership and Creation of Competition Marks
14.5.3 Stadium Authority Undertakings
14.6 Protection and Enforcement of Rights
14.6.1 Introduction
14.6.2 Stadium Authority Obligations

15 INSURANCE

15.1 Insurance Concept for Competition


15.1.1 Overall Insurance Assessment
15.1.2 Mandatory Insurance Coverage
15.2 Insurance Coverage

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15.2.1 General Third Party Liability Insurance
15.2.2 Property and Equipment Insurance
15.3 Insurance Policy Requirements

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16 MISCELLANEOUS

16.1 Representations and Warranties


16.2 Term
16.3 Termination
16.3.1 Termination by Member Association
16.3.2 Termination by Stadium Authority
16.4 Force Majeure
16.5 Cancellation, Abandonment, Postponement and Relocation
16.5.1 General Principle
16.5.2 Grounds for Cancellation, Abandonment, Postponement and Relocation
16.5.3 Implementation of Cancellation, Abandonment, Postponement and
Relocation
16.5.4 Consequences of Cancellation, Abandonment, Postponement and
Relocation
16.6 No Partnership
16.7 Notices
16.8 Transfer and Assignment
16.9 No Waiver
16.10 Confidentiality and Public Statements
16.10.1 Confidentiality
16.10.2 Public Statements
16.11 Entire Agreement
16.12 Severability
16.13
16.14
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Compliance with Laws
Interpretation
16.15 Amendments
16.16 Indemnification / Limitation of Liability
16.17 Anti-Corruption
16.18 Language
16.19 Governing Law
16.20 Arbitration

ANNEXE 1 Glossary of Terms

ANNEXE 2 Stadium Information

ANNEXE 3 Stadium Rental Fee

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1. INTRODUCTION

1.1 FIFA

(i) FIFA is the world governing body for the sport of Association Football, which it
promotes on a worldwide basis through its development programmes, as well as by
organising, supervising and promoting international Association Football
competitions and supports and funds programmes that support social development
through football.

(ii) It is FIFA’s vision to promote the game, protect its integrity, and bring the game to
all. All of FIFA’s activities are aligned with this vision and are supported by FIFA’s
statutory key objectives.

(iii) FIFA is the creator of all FIFA competitions, including the FIFA World Cup, and has
ultimate authority over the manner in which all FIFA competitions, including the
Competition, are staged and organised.

(iv) FIFA, as the founder of the Competition and world governing body of Association
Football and based on its organisational, logistical and financial contributions, has
ultimate authority over the manner in which all FIFA competitions, including the
Competition, are staged and organised. FIFA is the sole and exclusive owner of any
Media Rights, Marketing Rights, Intellectual Property Rights and all other
commercial or other rights and opportunities, including any title and interest in,
and in relation to, the Competition, including any Competition-related Events,
whether existing or created in the future. FIFA retains the right to exclusively
exploit any such right directly or indirectly, in perpetuity, in any manner, without
any restriction, and on a world-wide basis. FIFA retains all revenues derived from
such exploitation, which represent FIFA´s main source of income to fulfil its
statutory tasks.

1.2 Member Association

The Member Association has been appointed by FIFA for the co-organisation together
with FIFA of the Competition in the Host Country.

1.3 [Intentionally Deleted.]

1.4 2026 FWC Entity

(i) FIFA will establish the 2026 FWC Entity in the Host Country as the central entity for
the operational delivery of all tasks, activities and sub-projects in relation to the
Competition by FIFA and the Member Association.

(ii) The legal form and ownership structure of the 2026 FWC Entity and its place of
business will be determined by FIFA, at its sole discretion.

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(iii) The contractual relationship between the Member Association and the 2026 FWC
Entity and/or FIFA will be determined by FIFA and the Member Association. In
particular, such contractual relationship will ensure the:

a) operational delivery of all tasks, activities and obligations of the Member


Association in connection with the Competition through the 2026 FWC
Entity; and

b) fulfilment of any obligations, and operational delivery of tasks and activities


in connection with the Competition owed to the 2026 FWC Entity by third
parties contracted to the Member Association, such as the Stadium Authority
pursuant to this Stadium Agreement.

1.5 Joint Hosting of Competition

(i) In the event that the Member Association has been selected by FIFA together with
other member associations to co-organise the Competition, the following shall
apply:

a) Clause 1.4 (i) above may not apply. FIFA will establish the 2026 FWC Entity in
one of the host countries, not necessarily the Host Country, and a 2026 FWC
Subsidiary in each of the respective other host countries in which the 2026

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FWC Entity is not located, as the central entities for the operational delivery
of all tasks, activities and sub-projects in relation to the Competition by FIFA,
the Member Association and the other member associations. At the date of
the unilateral execution by the Stadium Authority of this Stadium Agreement,
FIFA has not decided whether the 2026 FWC Entity or a 2026 FWC Subsidiary
will be located in the Host Country;

b) the legal form and ownership structure of the 2026 FWC Entity and the 2026
FWC Subsidiaries, the countries and respective places of business where the
2026 FWC Entity and the 2026 FWC Subsidiaries are established shall be
determined by FIFA, at its sole discretion, subsequent to the selection of the
Member Association; and

c) the contractual relationship between the Member Association, the 2026 FWC
Entity and the 2026 FWC Subsidiaries will be determined by FIFA and the
Member Association subsequent to the selection of the Member Association.
In particular, such contractual relationship will ensure:

• the operational delivery of all tasks, activities and obligations of the


Member Association in connection with the Competition through the
2026 FWC Entity (i.e. in case the 2026 FWC Entity is established in the
Host Country) and/or the 2026 FWC Subsidiaries (i.e. in case a 2026 FWC
Subsidiary is established in the Host Country); and

• the fulfilment of any obligations, and operational delivery of tasks and


activities in connection with the Competition owed to the 2026 FWC

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Entity (i.e. in case the 2026 FWC Entity is established in the Host
Country) and/or the 2026 FWC Subsidiaries (i.e. in case a 2026 FWC
Subsidiary is established in the Host Country) by third parties contracted
to the Member Association, such as the Stadium Authority pursuant to
this Stadium Agreement.

(ii) Based on Clause 1.5 (i) above, in the event that the Member Association has been
selected by FIFA together with other member associations, unless explicitly
otherwise stated in this Stadium Agreement, all references to the “2026 FWC
Entity” shall be read and understood as follows:

a) with respect to the operational delivery of all tasks, activities and


obligations as well as the entitlements of the Member Association as
reference to “2026 FWC Entity or 2026 FWC Subsidiaries”; and

b) with respect to the fulfilment of any obligations, and operational delivery of


tasks and activities by the Stadium Authority as reference to “2026 FWC
Entity and/or 2026 FWC Subsidiaries”.

(iii) In the event that the Member Association has been selected by FIFA together with
other member associations, all references to the “Host Country” refer to the
country where the Member Association is located. Whenever this Stadium
Agreement makes reference to the Host Country and the countries of the other
member associations co-organising the Competition, it is explicitly stated in the
respective Clause.

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2. EFFECTIVENESS AND FULFILMENT OF STADIUM AGREEMENT

2.1 Conclusion of Stadium Agreement

(i) The Member Association has provided FIFA with this Stadium Agreement
unilaterally executed by the Stadium Authority for the use of the Stadium in
connection with the Competition. This Stadium Agreement incorporates the
information on the Stadium contained in Annexe 2.

(ii) The Stadium Authority agrees and acknowledges that:

a) the unilateral execution of this Stadium Agreement by the Stadium Authority


constitutes an irrevocable offer to the Member Association to be appointed
as a Stadium to be used in connection with the Competition on the terms and
conditions as set out in this Stadium Agreement; and

b) its irrevocable offer to the Member Association is legally binding and fully
valid until one (1) month subsequent to the selection by FIFA of the
candidate host cities and stadiums and the Member Association is entitled to
accept the offer of the Stadium Authority at any time until such date.

(iii) This Stadium Agreement shall be concluded and come into full legal effect for both
parties as and when the Member Association accepts the offer by the Stadium
Authority by providing the Stadium Authority with a countersigned version of this

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Stadium Agreement.

2.2 Fulfilment of Stadium Agreement

(i) The Member Association shall inform the Stadium Authority in writing about the
final operational set-up pursuant to Clause 1.4 (iii) above and the modalities and
specifications with respect to the fulfilment of any obligations under this Stadium
Agreement.

(ii) With respect to the integration of this Stadium Agreement in the final operational
set-up for, and the delivery of, the Competition, the Stadium Authority agrees and
acknowledges that:

a) any obligations of the Member Association under this Stadium Agreement


may be fulfilled and performed by the 2026 FWC Entity on behalf of the
Member Association; and

b) the Member Association may request the Stadium Authority to fulfil and
perform any of its obligations to the 2026 FWC Entity under this Stadium
Agreement.

In such cases, the 2026 FWC Entity shall not be deemed jointly and severally liable
to the Stadium Authority under, or in connection with, this Stadium Agreement.

(iii) As an alternative to Clause 2.2 (ii) above, in order to integrate this Stadium

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Agreement in the final operational set-up for, and the delivery of, the Competition,
the Member Association is entitled to unconditionally transfer all its rights and
obligations resulting from, or in connection with, this Stadium Agreement to the 2026
FWC Entity. In such case, upon request by the Member Association, the Stadium
Authority undertakes to unconditionally accept the assignment and assumption of
all rights and obligations of the Member Association to the 2026 FWC Entity and
agrees to execute any such documents as may be necessary to give effect to this
provision.

(iv) Dependent on the Member Association’s decision pursuant to Clause 2.2 (ii) and
(iii) above, unless explicitly otherwise stated in this Stadium Agreement, with
respect to the fulfilment of the obligations resulting from this Stadium Agreement,
all references to the “Member Association” may refer also to FIFA or the 2026 FWC
Entity as applicable.

(v) Regardless of the Member Association’s decision to Clause 2.2 (ii) and (iii) above,
the Stadium Authority agrees and acknowledges that any rights and opportunities
of the Member Association under this Stadium Agreement may be exercised by the
Member Association for the benefit of FIFA, any FIFA Subsidiary and/or any third
party nominated by FIFA and/or the 2026 FWC Entity.

2.3 FIFA as Third Party Beneficiary

(i) The parties agree and acknowledge that FIFA is a third party beneficiary under this
Stadium Agreement and, without prejudice to any other rights of FIFA, shall have
the right to itself assume, and/or to appoint, at its sole discretion, any third party to
assume, at any time, any rights and obligations in accordance with the terms and
conditions of this Stadium Agreement. In particular, the Stadium Authority agrees
and acknowledges that:

a) FIFA has the ultimate and sole authority to exercise any rights resulting for
FIFA directly or as third party beneficiary and/or the Member Association
from, or in connection with, this Stadium Agreement; and

b) it shall not object to any exercise by FIFA of the rights resulting for FIFA
from, or in connection with, this Stadium Agreement.

(ii) Irrespective of FIFA’s role as third party beneficiary under this Stadium Agreement,
the parties agree and acknowledge that FIFA and the Member Association are not
jointly and severally liable to the Stadium Authority for the obligations of the
Member Association and the exercise of any rights by the Member Association or
FIFA as third party beneficiary under, or in connection with, this Stadium
Agreement. Therefore, the Stadium Authority agrees and acknowledges that it shall
have no claims or rights against FIFA in case of a violation of any obligations by the
Member Association.

(iii) For the avoidance of doubt, the Stadium Authority agrees and acknowledges that
any rights resulting for FIFA directly or as third party beneficiary from, or in
connection with, this Stadium Agreement, may also be exercised by the 2026 FWC
Entity.

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2.4 FIFA World Cup Tests

(i) Subject to the FIFA Council’s final decision, FIFA may award to the Member
Association the co-organisation of additional FIFA competitions, such as parts of the
preliminary competition of the FIFA World Cup as operational test(s) for the
Competition. The dates of such tests will be determined by the FIFA Council.

(ii) In the event that an additional FIFA competition is awarded to the Member
Association and matches of such additional FIFA competition are staged in the
Stadium, the Stadium Authority agrees and acknowledges that, subject to a
reasonable adaptation and taking into account the reduced scope of the hosting
and staging of such additional FIFA competition, the obligations of the Stadium
Authority as reflected under this Stadium Agreement shall apply, directly and
without any limitation, to the matches of such additional FIFA competitions
awarded by FIFA and staged in the Stadium.

3. OBLIGATIONS OF STADIUM AUTHORITY

3.1 Definition of Obligations

(i) The FIFA World Cup is amongst the most popular and prestigious sports events in

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the world. To maintain and develop this unique status of the FIFA World Cup, it is
the policy of FIFA that every edition of the FIFA World Cup is, at all times and by all
means, of the highest possible international quality standard. Taking this into
account, the Stadium Authority agrees and acknowledges that the Competition
shall meet the highest possible international quality standards expected to be
applicable in the year 2026.

(ii) All obligations of the Stadium Authority as contained in this Stadium Agreement
and the 2026 FWC Hosting Requirements are fully binding on the Stadium
Authority.

3.2 Stadium Agreement

(i) This Stadium Agreement contains the obligations of the Stadium Authority to be
fulfilled by the Stadium Authority with regard to all tasks, activities and sub-projects
that are to be delivered by the Stadium Authority in connection with the provision,
use and operation of the Stadium.

(ii) Notwithstanding Clause 3.2 (i) above, the Stadium Authority agrees and
acknowledges that:

a) its obligations as contained in this Stadium Agreement are based on the


international technological, commercial or infrastructural standards existing
at the time of the Bidding Process and some of its obligations may only be

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determined and/or specified by the Member Association and/or FIFA at a
later stage;

b) its obligations as set out in this Stadium Agreement are based on the
envisaged operational set-up and the allocation of roles and responsibilities
of the Member Association, FIFA, the 2026 FWC Entity and other involved
parties at the time of the Bidding Process and such operational set-up and/or
the allocation of roles and responsibilities may be modified by the Member
Association and/or FIFA at a later stage; and

c) this Stadium Agreement therefore does not contain a complete, detailed and
final list of the obligations of the Stadium Authority and not necessarily the
final operational set-up and allocation of roles and responsibilities.

(iii) Taking into account Clause 3.2 (ii) above, the Stadium Authority agrees and
acknowledges that, throughout the term of this Stadium Agreement and pursuant
to Clauses 3.3.2, 3.3.3, 3.4 and 3.6 below, it is likely that the Member Association
and/or FIFA will make specifications, modifications, reductions and/or
enhancements of the obligations of the Stadium Authority, determine new,
additional obligations and make modifications of the operational set-up and/or the
allocation of roles and responsibilities.

3.3 2026 FWC Hosting Requirements

3.3.1 General Provisions

(i) The 2026 FWC Hosting Requirements set out in detail the requirements to be
complied with by the Stadium Authority in connection with the provision, use and
operation of the Stadium for the Competition, with descriptions, quality standards,
specifications and modifications of the obligations under this Stadium Agreement,
further obligations and requirements of the Stadium Authority as well as roles and
responsibilities of the involved parties.

(ii) The 2026 FWC Hosting Requirements shall form an integral part of this Stadium
Agreement.

(iii) The 2026 FWC Hosting Requirements may consist of:

a) descriptions of the obligation of the Stadium Authority contained in this


Stadium Agreement, in which case the 2026 FWC Hosting Requirements shall
list and refer to such requirements;

b) specifications of the obligation of the Stadium Authority contained in this


Stadium Agreement, in which case the 2026 FWC Hosting Requirements shall
provide further details and specifications of such requirements;

For instance, this Stadium Agreement often makes reference that a certain
obligation shall be delivered “as set out in detail in“ or “in accordance with”
the 2026 FWC Hosting Requirements. In such case, further details and
specifications of such obligation shall be contained in the 2026 FWC Hosting

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Requirements;

c) modifications, reductions and/or enhancements of the obligations of the


Stadium Authority contained in this Stadium Agreement, in which case such
modifications, reductions and/or enhancements are communicated to the
Stadium Authority in the 2026 FWC Hosting Requirements. For any such
modifications, reductions and/or enhancements contained in the 2026 FWC
Hosting Requirements, Clause 3.4 below applies;

d) new, additional obligations of the Stadium Authority not contained in this


Stadium Agreement, in which case such new, additional obligations are
communicated to the Stadium Authority in the 2026 FWC Hosting
Requirements. For any such new obligations contained in the 2026 FWC
Hosting Requirements, Clause 3.4 below applies; and

e) modifications of the operational set-up and/or the allocation of roles and


responsibilities of FIFA, the Member Association, the Stadium Authority and
other involved parties, in which case such modifications of the operational
set-up and/or the allocation of roles and responsibilities are communicated
to the Stadium Authority in the 2026 FWC Hosting Requirements.

3.3.2 Initial Version of 2026 FWC Hosting Requirements

(i) The Member Association provided to the Stadium Authority. separately from this
Stadium Agreement, the initial version of the 2026 FWC Hosting Requirements.

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Such initial version is based on the international technological, commercial or
infrastructural standards existing at the time of the Bidding Process.

The Stadium Authority agrees and acknowledges that:

a) it has received and read the initial version of the 2026 FWC Hosting
Requirements and has thereby taken full note of, and accepted, the
descriptions and specifications of its obligations for the provision, use and
operation of the Stadium for the Competition; and

b) the requirements and obligations contained in the initial version of the 2026
FWC Hosting Requirements establish the minimum level of its obligations for
the provision, use and operation of the Stadium for the Competition.

(ii) In addition to the initial version of the 2026 FWC Hosting Requirements, the
Member Association and/or FIFA may, from time to time, provide the Stadium
Authority with further detailed specifications determined by FIFA in relation to its
obligations for the provision, use and operation of the Stadium for the Competition
and the operational and functional areas in general. Such detailed specifications
shall form an integral part of the initial version of the 2026 FWC Hosting
Requirements.

(iii) The Stadium Authority agrees and acknowledges that:

a) the initial version of the 2026 FWC Hosting Requirements, including the
additional detailed specifications pursuant to Clause 3.3.2 (ii) above shall not

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constitute a precedent for its obligations for the provision, use and operation
of the Stadium for the Competition as reflected in the final version of the
2026 FWC Hosting Requirements;

b) the final version of the 2026 FWC Hosting Requirements may differ from the
initial version of the 2026 FWC Hosting Requirements, including the
additional detailed specifications pursuant to Clause 3.3.2 (ii) above in its
content, form and/or structure and may, in particular, contain different
specifications, modifications, reductions and/or enhancements of any
obligations of the Stadium Authority for the provision, use and operation of
the Stadium for the Competition and new, additional obligations as well as
modifications of the operational set-up and/or the allocation of roles and
responsibilities; and

c) FIFA shall by no means be restricted in any manner to determine in the final


version of the 2026 FWC Hosting Requirements different, adapted, changed,
modified or additional specifications, modifications, reductions and/or
enhancements of any obligations of the Stadium Authority for the provision,
use and operation of the Stadium for the Competition and new, additional
obligations as well as modifications of the operational set-up and/or the
allocation of roles and responsibilities.

3.3.3 Final Version of 2026 FWC Hosting Requirements

(i) The Stadium Authority agrees and acknowledges that the requirements and
obligations contained in the final version of the 2026 FWC Hosting Requirements
establish the further revised (i.e. modified, reduced or enhanced) and final level of
its obligations for the provision, use and operation of the Stadium for the
Competition.

(ii) The final version of the 2026 FWC Hosting Requirements will be issued by the
Member Association and/or FIFA to the Stadium Authority by 30 June 2023.

(iii) In addition to the final version of the 2026 FWC Hosting Requirements, the Member
Association and/or FIFA may, from time to time, provide the Stadium Authority
with further detailed specifications determined by FIFA in relation to its obligations
for the provision, use and operation of the Stadium for the Competition and the
operational and functional areas in general. Such detailed specifications shall form
an integral part of the final version of the 2026 FWC Hosting Requirements.

3.4 Change of Obligations

(i) The Member Association may, during the term of this Stadium Agreement,
unilaterally specify, modify, reduce and/or enhance the obligations of the Stadium
Authority and/or define new, obligations in addition to those as contained in this
Stadium Agreement or as set out in detail in the 2026 FWC Hosting Requirements.
All such specifications, modifications, reductions, enhancements and/or new,
additional obligations will, upon written notice by the Member Association and/or
FIFA, be deemed to be incorporated in this Stadium Agreement and shall be fully
binding upon the Stadium Authority.

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(ii) Without prejudice to Clause 3.4 (i) above, the Stadium Authority agrees and
acknowledges that, with regard to any specifications, modifications, enhancements
and/or new, additional obligations communicated to the Stadium Authority until
the issuance of the final version of the 2026 FWC Hosting Requirements pursuant to
Clause 3.3.3 (ii) above, Clause 13.2 below applies to effect that any and all costs and
expenses incurred by the Stadium Authority in connection with any such
specifications, modifications, reductions, enhancements and/or new additional
obligations of the Stadium Authority shall be entirely compensated by the payment
of the Stadium Rental Fee.

(iii) Without prejudice to Clause 3.4 (i) above, the Stadium Authority agrees and
acknowledges that with regard to any specifications, modifications, enhancements
and/or new, additional obligations communicated to the Stadium Authority
subsequent to the issuance of the final version of the 2026 FWC Hosting
Requirements pursuant to Clause 3.3.3 (ii) above, the following shall apply:

a) Should the Stadium Authority reasonably expect any such specification,


modification, enhancement and/or new, additional obligation to result in a
substantial adverse financial impact on the Stadium Authority, the Stadium
Authority shall, within thirty (30) days of receipt of the communication of the
respective specification, modification, enhancement and/or new, additional
obligation, notify the Member Association of such expectation in writing,
evidencing the expected substantial adverse effect.

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b)
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The Member Association and the Stadium Authority shall then jointly and in
good faith discuss and agree potential solutions to reasonably minimise the
expected substantial adverse effect.

c) The Stadium Authority undertakes to fully comply, and ensures that any third
party involved in the fulfilment of the respective obligation complies, with,
and commence the implementation of, any such specification, modification,
enhancement and/or new, additional obligation as and when requested by
the Member Association and/or FIFA, regardless of whether any such
solution has been agreed between the parties by the time of such request
pursuant to this Clause 3.4 (iii).

3.5 Compliance with Stadium Agreement

(i) The Stadium Authority undertakes to, at all times fully and in a timely manner
comply with the terms of this Stadium Agreement, including its annexes, any
information and undertakings given, statements made and plans and measures
proposed by the Stadium Authority during the Bidding Process as well as any
decisions and instructions by the Member Association and/or FIFA on the basis of
this Stadium Agreement.

(ii) The Stadium Authority agrees and acknowledges that:

a) time is of the essence in relation to the fulfilment by the Stadium Authority of


any of its obligations; and

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b) non-compliance, or non-compliance in a timely manner, in particular with the
Due Dates set out in this Stadium Agreement may result in the Member
Association, FIFA or other third parties suffering and/or incurring substantial
and irreparable losses and damages in relation to the Competition.

(iii) The Stadium Authority will ensure that its staff, and any person and/or entities
acting on its behalf, with respect to its obligations under this Stadium Agreement
are at all times fully aware of the Stadium Authority’s obligations in relation to the
provision, use and operation of the Stadium for the Competition and will instruct
such persons and entities accordingly.

3.6 Substitute Performance

(i) In relation to any obligations of the Stadium Authority, without prejudice to any
other rights of the Member Association under this Stadium Agreement and subject
to Clause 3.6 (ii) below, the Member Association reserves the right to itself assume,
and/or to appoint, at its sole discretion, any third party to assume, at any time, full
or partial control and responsibility for any of such obligations of the Stadium
Authority in the event that the Member Association and/or FIFA, at their sole
discretion, consider the Stadium Authority to not be fully or partially complying
with such obligations, including the development and operation of alternative
solutions as well as the implementation of alternative procedures and processes on
the basis of prudent assumptions by the Member Association and/or FIFA.

(ii) In the event that the Member Association and/or FIFA consider the Stadium
Authority to not be fully or partially complying with any of its obligations under this
Stadium Agreement, the Member Association shall notify the Stadium Authority
and give the Stadium Authority the opportunity to remedy the non-compliance with
such obligation within:

a) one (1) month within receipt of such notification if the non-compliance


occurs more than six (6) months prior to the Opening Match or such one (1)
month period is necessary due to the delivery of the Competition, a Match or
further component of the Competition;

b) principally ten (10) days within receipt of such notification if the non-
compliance occurs in the period between six (6) months and three (3)
months prior to the Opening Match or such ten (10) days period is necessary
earlier due to the delivery of the Competition, a Match or further component
of the Competition; or

c) principally two (2) days within receipt of such notification if the non-
compliance occurs less than three (3) months prior to or during the
Competition or such two (2) days period is necessary earlier due to the
delivery of the Competition, a Match or further component of the
Competition.

(iii) In case any such non-compliance by the Stadium Authority is not remedied
pursuant to Clause 3.6 (ii) above, the Stadium Authority agrees and undertakes to:

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a) accept the Member Association´s decision to assume, and/or to appoint any
third party to assume, full or partial control and responsibility;

b) fully indemnify the Member Association, FIFA and/or such third party from
and against all damages, costs and/or expenses reasonably incurred by the
Member Association, FIFA and/or such third party; and

c) take all steps necessary or requested by the Member Association to assist the
Member Association, FIFA or the third party appointed by the Member
Association or FIFA, in the performance of the assumed obligation, for
example by providing all relevant information or material.

s. 13, s. 16, s. 17, s. 21

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s. 13, s. 16, s. 17, s. 21

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s. 13, s. 16, s. 17, s. 21

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s. 13, s. 16, s. 17, s. 21

4.5 Revocation of Stadium Selection

(i) The Stadium Authority agrees and acknowledges that the selection of the Stadium
by FIFA is based on the assumptions, and subject to the conditions, that:

a) the Stadium Authority at all times meets its requirements, and acts in full
compliance with its obligations resulting from, or in connection with, this
Stadium Agreement, including timely conclusion of renovation and
construction work as well as the provision of the Stadium without any
encumbrances, charges, liens, third party rights and any other restrictions
which may adversely affect the control and/or use of the Stadium for the
Competition;

b) the respective Host City Authority, the Training Site Authorities, the Airport
Authority and/or the Hotel Authorities relevant for the Venue at all times
meet their respective requirements and act in full compliance with their
obligations resulting from, or in connection with, the Host City Agreement,
the Airport Agreement, the Training Site Agreements and/or the Hotel
Agreements (as applicable), in particular that the selected Host City, selected
Training Sites, the Airports and further transport infrastructure as well as the
Accommodation infrastructure will all be made available, renovated or
constructed in a timely manner and in full compliance with any undertakings
given, or representations, warranties, assurances and commitments made, as
part of the Stadium selection process; and

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c) any information and undertakings given, statements made and plans and
measures proposed by the Stadium Authority in the stadium selection
process which are considered representations, warranties, assurances and
commitments by the Stadium Authority under this Stadium Agreement are at
all times fully and in a timely manner complied with by the Stadium
Authority.

(ii) The Stadium Authority agrees and acknowledges that full compliance with all terms
and conditions of this Stadium Agreement is of key importance for the successful
hosting and staging of the Competition and a significant direct and indirect damage
will be caused in case of any non-compliance. Therefore, in the event that one or
more of the above assumptions and conditions are not met for any reason,
including force majeure events, FIFA shall be entitled to revoke the selection of the
Stadium and, in such case, the Member Association will terminate this Stadium
Agreement pursuant to Clause 16.3.1 below.

5. CONSTRUCTION, RENOVATION AND PREPARATION OF STADIUM

5.1 Stadium Construction and Renovation Plan

(i) By no later than thirty (30) days following the date on which the Stadium Authority
submits to the Member Association a partially executed copy of this Stadium
Agreement (Stadium Construction and Renovation Plan Due Date), the Stadium

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Authority shall submit to the Member Association and/or FIFA, for FIFA’s prior
written approval, a Stadium construction and renovation plan outlining in detail the
various stages and the estimated final dates for completion of the various stages
and the entire renovation or construction if the Stadium requires renovation or
construction work.

(ii) The Stadium construction and renovation plan shall contain a detailed definition
and explanation of any equipment, facilities and infrastructure that is permanently
part of, will be permanently used in, the Stadium as well as spaces required by FIFA
for the Stadium Overlay Infrastructure in order to meet the Stadium requirements
as set out in Clause 7 below.

5.2 Monitoring, Observation and Inspection

(i) The Stadium Authority agrees and acknowledges that the Member Association
and/or FIFA will closely monitor and observe (according to any instructions and
standard templates provided by FIFA) during the entire term of this Stadium
Agreement the operation and progress of the renovation or construction of the
Stadium and the availability of required Stadium equipment, facilities and
infrastructure. The Stadium Authority shall submit to the Member Association
regularly as requested by the Member Association a report on the status of the
Stadium construction and renovation, outlining in detail the status of the various
stages and a variance analysis compared to the initial Stadium construction and
renovation plan.

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(ii) The Stadium Authority shall provide the Member Association with free access to
any document and information relevant to the operation and progress of the
renovation or construction of the Stadium and the availability of required Stadium
facilities.

(iii) In any event, the Member Association and/or FIFA shall be entitled to conduct own
inspection visits to the Stadium at any time pursuant to Clause 10.1 below to assess
and inspect the status of any renovation or construction work to be conducted at
the Stadium.

5.3 Stadium Completion Date

(i) The Stadium Authority hereby represents and warrants that all renovation or
construction work of the Stadium is completed by no later than 30 June 2025 or
such earlier date which ensures that the entire Stadium, fully renovated and with all
construction work completed and fully commissioned (as applicable), and any of
equipment, facilities and infrastructure of the Stadium are operationally used by
the Stadium Authority for a minimum of one (1) full season or comparable
operational cycle prior to the provision of the Stadium to FIFA for the Competition
(Stadium completion due date).

(ii) The Stadium Authority agrees and acknowledges that the renovation or
construction work of the Stadium shall only be considered “completed and fully
commissioned” for the purpose of this Stadium Agreement:

a) once the Stadium is fully renovated or constructed and all renovation or


construction work is completed (as applicable);

b) once all equipment, facilities, infrastructure and further engineering systems


(such as power supply, elevators, safety systems, access to utilities) that are
permanently part of, will be permanently used in, the Stadium in compliance
with the Stadium construction and renovation plan pursuant to Clause 5.1
above have been installed, and are ready for its operational use, in the
Stadium;

c) once all licences, permits, orders, decisions, concessions and other acts have
been granted which are necessary under the applicable laws to fully operate
the Stadium for its regular use;

d) once all technical installations are fully commissioned, tested and functional;

e) once all service operations are tested and operational staff is trained and
equipped to fully operate the Stadium for its regular use; and

f) upon the written confirmation and acceptance of the Stadium completion by


an expert delegation appointed by the Member Association and/or FIFA.

(iii) The Stadium Authority agrees and acknowledges that the timely completion and
operability of the Stadium pursuant to the above deadline is of major importance
and a significant condition for the successful hosting and staging of the Competition

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and that any delay of the timely completion of the Stadium may seriously endanger
the implementation of various operational projects related to the Stadium and
thereby cause significant costs and/or damages for the Member Association and
FIFA.

5.4 Stadium Overlay Infrastructure

(i) The Member Association and FIFA will be responsible for the sourcing, installation,
operation and dismantling of any equipment, facilities and infrastructure forming
part of the Stadium Overlay Infrastructure in the Stadium. With this respect, the
Member Association and/ or FIFA may, at its sole discretion, decide on:

a) any equipment, facilities and infrastructure forming part of the Stadium


Overlay Infrastructure; and

b) whether any such equipment, facilities and infrastructure is procured


individually or by means of a central procurement process (i.e. a joint and
central sourcing across all or some stadiums and/or, if applicable, other sites
in the relevant Venue).

For the avoidance of doubt, any indoor and outdoor spaces required by FIFA for the
Stadium Overlay Infrastructure shall not form part of the Stadium Overlay
Infrastructure itself and shall be provided by the Stadium Authority as part of the
space requirements pursuant to Clauses 7.2 (ii) and Clause 13.2 (iii).

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As part of its responsibility to support FIFA to FOI
implement and operate its safety and
security strategy and concept relating to the Competition, the Stadium Authority
shall ensure the full cooperation and support by the Host City Authority and the
Government and other governmental authorities as may be necessary.

6. PROVISION AND USE OF STADIUM / ACCESS TO STADIUM

6.1 General Principle

(i) The Stadium Authority agrees and acknowledges that FIFA and the Member
Association shall be entitled to make use of the Stadium provided by the Stadium
Authority pursuant to this Clause 6 without any restrictions and in any such manner
FIFA deems appropriate, at its sole discretion, in connection with the hosting and
staging of the Competition.

(ii) FIFA and the Member Association shall be entitled to allow any third party the use
of, and access to, the Stadium during the Exclusive Use Period as it deems
appropriate, including any FIFA Delegation members as well as any Commercial
Affiliates, Media Rights Licensees, the Hospitality Rights Holder, Media
Representatives, service providers and any other third party as determined by FIFA.

6.2 Exclusive and Non-Exclusive Use of Stadium

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6.2.1 Exclusive Use of Stadium

Unless otherwise specified in writing by the Member Association, the Stadium Authority
shall provide, and make available for the exclusive use of FIFA and the Member
Association pursuant to this Stadium Agreement, the Stadium for the Competition during
the Exclusive Use Period, namely as of thirty (30) days prior to the day of the Opening
Match until seven (7) days after the day of completion of the last Match staged in the
Stadium.

6.2.2 Non-Exclusive Use of Stadium

(i) The Stadium Authority agrees and acknowledges that, notwithstanding Clause 6.2.1
above, the set up and installation of temporary facilities and infrastructure for
media, Ticketing, hospitality, food and beverage concessions and other operational
areas as well as information technology, broadcasting and telecommunication
infrastructure and general working places may require FIFA, the Member
Association and/or any third party appointed by the Member Association and/or
FIFA to use certain areas and/or facilities in the Stadium, including the areas
belonging to the Outer Stadium Perimeter significantly earlier than required in
Clause 6.2.1 above.

For such purpose, upon FIFA´s and/or the Member Association’s prior request, the
Stadium Authority shall make available, at no costs, to the Member Association,
FIFA and/or any third party appointed by FIFA all relevant areas and/or facilities at
the Stadium for any such set up, installation and preparation work to be done at
the Stadium as of three (3) months prior to the day of the Opening Match until two
(2) months after the day of completion of the last Match staged in the Stadium.

(ii) FIFA and/or the Member Association shall inform the Stadium Authority reasonably
in advance of the Competition of its timely requirements to use certain areas and
facilities of the Stadium pursuant to Clause 6.2.2 (i) above.

(iii) Upon prior request, the Stadium Authority shall make available, at no costs, certain
areas and/or facilities at the Stadium at such earlier date as requested by FIFA or
the Member Association for the exclusive or non-exclusive use of FIFA, the Member
Association and/or any third party authorised by FIFA and/or the Member
Association for any set up, installation and preparation work to be done at the
Stadium, including the areas belonging to the Outer Stadium Perimeter.

In case any such areas and/or facilities are owned, or operated under the control of,
any third party other than the Stadium Authority, the Stadium Authority shall,
without any compensation payable by FIFA, the Member Association and/or any
third party authorised by FIFA and/or the Member Association, including for any
loss of revenues by the Stadium Authority, ensure that such areas and/or facilities
will be made available to such parties at such dates.

(iv) In exercising this right, FIFA and the Member Association shall use all reasonable
efforts to minimise the impact on the Stadium Authority and any third party
concerned. FIFA will request any third party appointed by FIFA to also use such
reasonable efforts.

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6.3 Prior Access to Stadium

(i) Notwithstanding Clause 6.2 above, upon prior request, the Stadium Authority shall
ensure that FIFA, the Member Association and/or any third party authorised by
FIFA and/or the Member Association have the non-exclusive right to have free and
unrestricted access to visit and inspect the Stadium in connection with the
preparation of the Competition (and to use the required conference and office
facilities for meetings at the occasion of such visits), at no cost and at any time,
during the term of this Stadium Agreement, including as part of any Stadium
inspections. Such access shall also be provided to any rooms, areas or facilities
rented to, owned by, or otherwise under the control of, any other third party.

(ii) In exercising this right, FIFA and the Member Association shall use all reasonable
efforts to minimise the impact on the Stadium Authority and any third party
concerned. FIFA will request any third party appointed by FIFA to also use such
reasonable efforts.

6.4 Clean Stadium Obligations

(i) The Stadium Authority shall provide and make available the Stadium for use free
and clear of any and all advertising, marketing, promotion, merchandising and
brand identification as well as free and clear of any third party rights to conduct any
commercial activity in the Stadium throughout the Exclusive Use Period.

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Accordingly, the Stadium Authority shall make FOI
any room, area, building, facility or
section belonging to the Stadium available for the Competition according to the
above requirements, which, for the avoidance of doubt, includes the entire
premises (to the extent that a Ticket or an Accreditation Pass is required in order to
gain access) of the Stadium facility inside the Outer Stadium Perimeter fence and
(on Match Days and on any day on which any official Team training session takes
place within the Stadium) the aerial space above the Stadium premises as well as
any permanent and temporary parking facilities, VIP/VVIP areas and areas used for
the Hospitality Programme, Media Tribunes, the SMC and other permanent and
temporary media areas and zones, food and beverage concession areas,
Commercial Display areas, the Pitch Area, the Broadcast Compound, Stands, the
areas beneath Stands, the areas used for the Ticketing Centre, Accreditation Centre
and Volunteer Centre as well as any other areas, buildings, facilities or sections
used in connection with the use of the Stadium for the Competition as determined
by FIFA.

(ii) These requirements include the requirement that there shall be no advertising,
marketing, promotion, merchandising, licensing, signage or other commercial
identification of any kind on any Stands, scoreboards, seats, seatbacks, time clocks,
staff uniforms, Accreditation Passes, fences or elsewhere inside, surrounding, or in
the airspace above and around the Stadium other than that which is installed by, or
at the direction of, FIFA or which is approved in writing by FIFA.

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(iii) The precise nature and extent of the Stadium Authority’s obligation to ensure a
commercially-clean Stadium pursuant to this Clause 6.4 will be subject to further
detailed specifications determined by FIFA and/or the Member Association.

7. STADIUM REQUIREMENTS

7.1 General Principle

(i) The Stadium Authority shall provide, at such dates as defined in Clause 6.2 above,
the Stadium to FIFA and the Member Association for the use for the Competition in
full compliance with the Stadium requirements as contained in this Stadium
Agreement, in particular in this Clause 7 and as set out in detail in the 2026 FWC
Hosting Requirements.

(ii) In addition to the initial and final version of the 2026 FWC Hosting Requirements,
the Member Association may, from time to time, provide the Stadium Authority
with further detailed specifications in relation to the Stadium requirements as set
out in this Clause 7. Such detailed specifications shall form an integral part of the
2026 FWC Hosting Requirements.

7.2 Space Requirements

The Stadium Authority shall provide the Stadium in accordance with the Stadium space
requirements as defined under this Stadium Agreement and in accordance with the 2026
FWC Hosting Requirements, including any:

(i) spaces and technical, administrative and other rooms required for the Teams, the
FIFA Delegation, the Host Broadcaster, the Media Rights Licensees, the Commercial
Affiliates, the Media Representatives, the Hospitality Rights Holder and any other
third parties holding rights or rendering services in respect of the Competition; and

(ii) spaces required by FIFA for any equipment, facilities and infrastructure forming
part of the Stadium Overlay Infrastructure pursuant to Clause 5.4 above, which in
any event shall reflect the quality standard of facilities and infrastructure
permanently installed in the Stadium.

7.3 Infrastructure Requirements

The Stadium Authority shall provide the Stadium in accordance with the Stadium
infrastructure requirements as defined under this Stadium Agreement and in accordance
with the 2026 FWC Hosting Requirements, including:

(i) utility outlets (such as outlets for electrical power, hot and cold water, gas, heating,
cooling systems and air conditioning);

(ii) any supplies and facilities necessary for the hosting and staging of the Competition,
such as:

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a) one (1) main set of floodlights which will be in line with highest international
standard broadcasting needs, ensuring adequate lighting for television
purposes;

b) at least two (2) giant video screens which must be entirely visible from all
tribunes and a giant video screen control room with suitable interfaces for
content feeds;

c) a powerful and reliable public address system; and

d) a “state-of-the-art” electronic access control system pursuant to Clause


7.15.3 below; and

(iii) any supplies and facilities necessary for the exploitation of the Marketing Rights
and Media Rights, such as:

a) any areas, facilities and equipment used for the Hospitality Programme, such
as the Hospitality Boxes, any permanent (i.e. central and satellite) and
temporary kitchen areas, including equipment as well as any food elevators,
storage and cooling areas; and

b) any areas, facilities and equipment used for the food and beverage
concessions as well as any other catering programmes conducted in the
Stadium.

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Broadcast and Media Requirements

7.4.1 General Principle

(i) Subject to Clause 7.4.1 (ii) below, the Stadium Authority shall provide the Stadium
in accordance with the Stadium broadcast and media requirements as contained in
this Stadium Agreement, in particular in Clauses 7.4.2 to 7.4.13 below and as set
out in detail in the 2026 FWC Hosting Requirements, including all technical facilities,
equipment, infrastructure, services and resources required in particular by FIFA, the
Member Association, the Host Broadcaster, the Media Rights Licensees and Media
Representatives in the Stadium in connection with the Competition.

(ii) In order to facilitate, in particular, quality and consistency of concepts and


implement cost savings, to the extent legally possible according to the applicable
laws, upon request by the Member Association and7or FIFA, the Stadium Authority
shall accept that any technical facilities, equipment, infrastructure, services and
resources will be sourced by means of a central procurement process (i.e. a joint
and central sourcing across all stadiums and, if applicable, other sites). Such central
procurement shall be conducted by FIFA, the Member Association and/or such third
party as determined by FIFA in accordance with applicable laws.

7.4.2 Host Broadcaster Requirements

The Stadium Authority shall provide the Stadium with any technical facilities, equipment,
infrastructure, services and resources to FIFA, the Member Association and/or the Host

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Broadcaster as required for the production of the audio-visual and other feeds or media
coverage of the Competition.

7.4.3 Pitch Area

The Stadium Authority shall provide the Stadium with sufficient space at the level of the
Field of Play, along all four sides of the Field of Play, for properly accredited professional
photographers, for static and mobile television cameras, for cameras mounted on mobile
equipment and for the Host Broadcaster and selected Media Rights Licensees´ personnel
and assistant personnel, with separate access for these persons.

7.4.4 Media Tribune

The Stadium Authority shall provide the Stadium with sufficient space to establish and
operate a Media Tribune to allow the Media Representatives to conduct their reporting
and other media activities from specially constructed positions.

7.4.5 Stadium Media Centre (SMC)

The Stadium Authority shall provide the Stadium with sufficient space to establish and
operate a SMC within the Outer Stadium Perimeters, in particular for use by the Media
Representatives reporting from the Matches taking place in the Stadium. The SMC shall
be located as close as possible to the Media Tribune, with access restricted to those in
possession of appropriate Accreditation Passes.

7.4.6 Mixed Zone

(i) The Stadium Authority shall provide the Stadium with a Mixed Zone, being an area
within the Stadium (preferably between the Team dressing rooms and the Team
bus pick-up location), to which access is restricted and in which Media
Representatives may interview the players, coaches or other members of the Team
Delegation after a Match. The Mixed Zone shall:

a) provide separate accesses for Team Delegation members and Media


Representatives; and

b) contain backdrops featuring the Competition Design and recognition of the


Commercial Affiliates and the Media Rights Licensees as designed, produced
and installed by FIFA, at its sole discretion.

(ii) The Mixed Zone should be of such size as set out in detail in the 2026 FWC Hosting
Requirements, have sufficient facilities to allow for broadcasting and recording
activities as well as TV monitors to allow the live broadcast of the press conferences
in the Mixed Zone, be capable of catering for live and/or delayed radio and/or
television commentary and be equipped with the required technical facilities and
equipment (e.g. internet access/W-LAN).

7.4.7 Press Conference Room

The Stadium Authority shall provide the Stadium with a press conference room, being a
room within the Stadium building (preferably between the Team dressing rooms and the

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Mixed Zone) to which access is restricted and in which Media Representatives may
participate in a press conference in order to ask questions to players, coaches or other
members of the Team Delegation.

7.4.8 TV Studios / Presentation Studios / Announcer Platforms

(i) The Stadium Authority shall provide the Stadium with sufficient space for the
establishment and operation of:

a) TV studios which shall be located close to the Team dressing rooms; and

b) presentation studios and announcer platforms which shall be located on the


Stands at locations providing an unobstructed view onto the Pitch Area.

(ii) Further requirements in relation to the TV studios, presentation studios and


announcer platforms are set out in detail in the 2026 FWC Hosting Requirements.

7.4.9 Flash Interview Facilities

The Stadium Authority shall provide the Stadium with sufficient space for the
establishment and operation of facilities which shall be located adjacent to the players’
tunnel, to allow for “flash” interviews during half time and at the end of each Match.

7.4.10 Broadcast Compound

(i)
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The Stadium Authority shall provide the Stadium with sufficient space for the
establishment and operation of a Broadcast Compound which shall be located
immediately adjacent to the principal Stadium building on the same side of the
Stadium as the main television camera positions (i.e. on the western side of the
Stadium) for outside broadcast vans and other vehicles and equipment.

(ii) The Stadium Authority shall provide the space for the Broadcast Compound with a
solid even surface, ensuring suitable drainage in case of rain, offering access for
trucks and pedestrians and an unobstructed view to the satellite orbit.

7.4.11 Access to Media Facilities

The Stadium Authority shall ensure that the access of Media Representatives to the
relevant Stadium media facilities is as smooth as possible. In particular, the Stadium
Authority shall take the necessary measures to ensure that disabled Media
Representatives can access the Stadium media facilities and are provided with the same
working conditions as non-disabled Media Representatives.

7.4.12 Common Area TV (CATV)

The Stadium Authority shall provide the Stadium with a CATV system that is fully
operational the latest four (4) weeks prior to the first Match in the Stadium. Such CATV
shall be capable of delivering a variety of signals to all relevant areas in the Stadium
including the Media Tribune, the Mixed Zone, the SMC, presentation studios, TV studios,
the Broadcast Compound, the Volunteer Centres, Hospitality Villages, Hospitality Boxes,
hospitality lounges, VIP/VVIP areas and such other areas as determined by FIFA. Further

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detailed requirements in relation to such CATV system are set out in detail in the 2026
FWC Hosting Requirements.

7.4.13 Media Backdrops

The Stadium Authority agrees and acknowledges that any of the media areas referred to
in this Clause 7.4 will contain backdrops featuring the Competition Design and recognition
of the Commercial Affiliates and the Media Rights Licensees as designed, produced and
installed by FIFA, at its sole discretion

7.5 IT Requirements

(i) The Stadium Authority shall provide the Stadium in accordance with FIFA’s IT&T
infrastructure and operations requirements as contained in this Stadium
Agreement and as set out in detail in the 2026 FWC Hosting Requirements.

(ii) The Stadium Authority agrees and acknowledges that:

a) any technical facilities, equipment, infrastructure, services and resources


provided by the Stadium Authority in the Stadium shall be of the highest
prevailing industry standards and at a state-of-the-art quality reflecting the
status and prestige of the Competition; and

b) Clause 14.4 below shall apply in connection with the potential sourcing of
any technical facilities, equipment, infrastructure, services and resources
used for the development, preparation and implementation to be provided
by the Stadium Authority.

7.6 Stadium Power

(i) The Stadium Authority shall provide the Stadium in accordance with the
requirements in relation to the provision of Stadium power as contained in this
Stadium Agreement and as set out in detail in the 2026 FWC Hosting Requirements.

(ii) In particular, the Stadium Authority shall ensure:

a) two (2) sources of power supply, completely independent of each other. The
power supply system shall be such that in the event of any failure of the
primary supply, the second independent supply shall instantly and
automatically cut in and provide an uninterrupted flow of sufficient electrical
power. Each individual supply system must be able to supply sufficient
electricity to all areas of the Stadium, including the Pitch Area, Stands and
other spectator areas, food and beverage concessions, Hospitality Boxes and
any other hospitality areas (including permanent and temporary kitchens and
external hospitality areas/villages), the VIP Tribune, the SMC as well as any
internal rooms and corridors and facilities located within the Outer Stadium
Perimeter;

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b) the provision of an emergency power supply at the Stadium (i.e. not including
power to the Broadcast Compound) and that power failure shall not lead to
the cancellation or postponement of a Match; and

c) independent power that supports the Broadcast Compound and any other
broadcast facilities in the Stadium.

7.7 Stadium Capacities


s. 13, s. 16, s. 17, s. 21

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s. 13, s. 16, s. 17, s. 21

7.8 Stadium Seating

7.8.1 General Principle

(i) The Stadium Authority shall provide the Stadium in accordance with the Stadium
seating requirements as contained in this Stadium Agreement and as set out in
detail in the 2026 FWC Hosting Requirements.

(ii) The Stadium Authority agrees and acknowledges that any decision for the use of
the seats in relation to the Competition shall be made by FIFA, at its sole discretion,
and that FIFA will allocate the seats in the Stadium to the respective Ticket category
in accordance with the Stadium categorisation procedure set out by FIFA in the FIFA
Ticketing Policy.

7.8.2 Permanent and Temporary Seating

(i) All of the seats used in the Stadium must be permanent and fixed seats.

(ii) The Stadium Authority agrees and acknowledges that temporary seating will only
be permitted if specifically approved in writing on an exceptional basis by the
Member Association and/or FIFA and provided that such temporary seating offers a
quality and seating comfort which is the same or comparable to permanent seats. If
temporary seating is permitted by the Member Association and/or FIFA, such seats
must be installed at such time as requested by the Member Association and/or FIFA
and in any event no later than the Stadium Completion Due Dates set out in Clause
5.3 above. Any renting of spaces and equipment, installation and other costs
associated with temporary seating shall be borne by the Stadium Authority, unless
otherwise agreed by the Member Association and FIFA in writing.

7.8.3 Seating Plans

(i) In accordance with the Stadium seating requirements as contained in this Stadium
Agreement and as set out in detail in the 2026 FWC Hosting Requirements, the
Stadium Authority shall:

a) by no later than 31 May, 2024 (Stadium Seating Plans Due Date), submit to
the Member Association and FIFA, for their prior written approval, detailed
hard copy and electronic Stadium seating plans for the entire seating
inventory existing in the Stadium, including any permanent and temporary
seating, the installation of the VIP Tribune, the Media Tribune or other
installations which may affect the Seat data;

b) provide the Member Association reasonably in advance of the above Due


Date for the provision of the Stadium seating plans and at any time, and in
such manner, as requested by the Member Association any temporary and

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work-in-progress information, documentation and draft plans for an update
on the status of the provision of the Stadium seating plans;

c) in case of temporary seating to be installed in the Stadium for the


Competition, in addition to the information provided as part of the Stadium
seating plans, submit to the Member Association and/or FIFA, for their prior
written approval, the final version of the detailed hard copy and electronic
seating plans for the entire temporary seating inventory to be installed in
the Stadium outlining all necessary information on, and implications of, the
instalment and use of such temporary seating as well as information in
relation to additional spectator infrastructure to service such temporary
seating areas, in particular restrooms as well as food and beverage
concessions;

d) manage the Stadium seat maps, plans and data change procedure (i.e. data
modifications/changes captured and appropriately highlighted/presented in
documents) as instructed by the Member Association; and

e) notify the Member Association in writing of any modification of the


Stadium seating inventory subsequent to the Due Date determined in this
Clause 7.8.3 (i) a) above and shall, if requested by the Member Association,
provide an updated, detailed hard copy and electronic Stadium seating
plan.

(ii) In case that the Stadium Authority:

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a) via
provides inaccurate or incomplete seat data; FOI

b) modifies the Stadium seating plans or seat data subsequent to the Due
Date determined in Clause 7.8.3 (i) a) above and such modification results
in an adverse financial impact on FIFA;

c) fails to provide such data in the required format by the Due Date
determined in Clause 7.8.3 (i) a) above; or

d) fails to provide all or any of the seats indicated in the seat data provided to
FIFA,

the Stadium Authority shall indemnify, hold harmless and defend the Member
Association and FIFA from and against all liabilities, obligations, damages, losses,
claims, demands, recoveries, deficiencies, costs or expenses suffered or incurred in
connection with, resulting from, or arising out of the Stadium seating plans, including
the Stadium seating plans for temporary seating facilities (if any) as set out in Clause
7.8.3 (i) a) above. The Member Association and FIFA shall not be held responsible for
any damages caused by such errors or failures.

7.8.4 VIP Tribune

The Stadium Authority shall provide the Stadium with a VIP Tribune in accordance with
the 2026 FWC Hosting Requirements.

BCPC - 657 OIPC File F22-90860 Page 39 of 119


7.9 Stadium Perimeters

(i) The Stadium Authority shall provide the Stadium with a clearly identifiable Inner
Stadium Perimeter and Outer Stadium Perimeter for the Exclusive Use Period in
accordance with the 2026 FWC Hosting Requirements.

(ii) The Stadium Authority shall install, maintain and supervise any infrastructure within
the Inner Stadium Perimeter and Outer Stadium Perimeter as set out in detail in the
2026 FWC Hosting Requirements for the Exclusive Use Period, including fences and
gates.

s. 13, s. 15, s. 16, s. 17, s. 21

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s. 13, s. 15, s. 16, s. 17, s. 21

7.11 Pitch Area

The Stadium Authority shall provide the Stadium with a Pitch Area in accordance with the
2026 FWC Hosting Requirements, which will be no less than one hundred and twenty-five
(125) metres by eighty-five (85) metres.

7.12 Field of Play

(i)
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The Stadium Authority shall provide the Stadium with a Field of Play in accordance
with the 2026 FWC Hosting Requirements, including following:

a) the Field of Play must be a grass playing surface. FIFA will determine the
species of grass best suited to provide the playing surface for each
individual Stadium, with due regard being given to the meteorological and
other conditions in each Host City during the Competition Period;

b) the Field of Play must have a minimum size of one hundred and five (105)
by sixty eight (68) metres;

c) the Field of Play shall be of such size as defined by FIFA at a later stage,
being understood that the Field of Play must be of an identical size in each
stadium used for the Competition;

d) the Field of Play shall be marked in accordance with the Laws of the Game;

e) due time and attention is given to ensuring that the surface and under-
surface of the Field of Play have been installed sufficiently in advance of the
Competition Period so that they do not pose a risk of injury to the players
and allow the players to retain their footing when executing rapid changes
of direction or other manoeuvres;

f) a modern heating, vacuum, ventilation, drainage and watering/sprinkler


system for the purpose of establishing and maintaining a high quality of the
Field of Play; and

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g) sufficient space behind the goal lines and the touchlines to erect and
operate a panel advertising system.

(ii) The Stadium Authority shall closely cooperate with the Member Association, FIFA
and any third party appointed by FIFA in relation to establishing and maintaining a
high quality of the Field of Play.

(iii) The Stadium Authority shall provide the Stadium with benches for Teams as well as
official of FIFA and/or the Member Association being responsible for supervising
the Match as well as the players’ tunnel area leading to the Field of Play in
accordance with the 2026 FWC Hosting Requirements.

(iv) The Stadium Authority shall support the Member Association and FIFA to provide
all equipment necessary for the staging of the Matches and all other activities on
the Field of Play as set out in detail in the 2026 FWC Hosting Requirements,
including corner flags, goals posts, substitute goals, goal nets, pitch markings and
irrigation devices. The Field of Play equipment shall be identical in each Stadium
and be supplied by the same supplier.

7.13 Stadium Parking and Access Routes

7.13.1 Parking Facilities

(i) The Stadium Authority shall provide the Stadium together with the parking facilities
available in the Inner Stadium Perimeters, the Outer Stadium Perimeter as well as
outside of the Outer Stadium Perimeter (as applicable) for use by individuals and
such constituent groups as defined by FIFA and as set out in detail in the 2026 FWC
Hosting Requirements, which shall include parking for cars and buses.

(ii) The Stadium Authority shall regularly update the Member Association and/or FIFA
on the status of the planning, construction and delivery of all Stadium-related
parking facilities.

(iii) The Stadium Authority agrees and acknowledges that the Member Association and
FIFA will allocate any available parking facilities to the individuals and constituent
groups entitled to use dedicated parking facilities taking into account the Stadium
logistics, the access routes and functions of such individuals and constituent groups.
s. 13, s. 15, s. 16, s. 17, s. 21

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s. 13, s. 15, s. 16, s. 17, s. 21

7.13.3 Use and Management of Parking Facilities

The Stadium Authority agrees and acknowledges that all parking facilities available for the
use for the Stadium shall be managed in accordance with the project plan for event
transport for the Competition.

7.14 Stadium Maps and Drawings

(i) By no later than thirty (30) days following the date on which the Stadium Authority
submits to the Member Association a partially executed copy of this Stadium

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Agreement (Stadium Plans Due Date), the Stadium Authority shall provide the
Member Association and/or FIFA with a basic version of the detailed reproductions
(in electronic and printed hard-copy form) of all architectural maps and drawings of
the Stadium, including maps of the Controlled Area and further areas surrounding
the Stadium.

(ii) The basic version of the Stadium maps and drawings shall comply with the quality
standards and requirements as defined in detail by FIFA at a later stage.

7.15 Ticketing Matters

In relation to the Ticketing operation in the Stadium, the Stadium Authority shall fulfil
such obligations as set out in this Clause 7.15.

7.15.1 Ticket Offices

The Stadium Authority shall provide sufficient space within the Stadium and/or at the
Outer Stadium Perimeter to permit the operation by FIFA or any third party appointed by
FIFA of Ticket offices where Tickets may be sold, collected and/or returned, whether
before or during the Competition Period, or where customers may be assisted in
connection with the purchase, collection and/or return of Tickets, whether or not such
Tickets relate to the Stadium, such as the Stadium Ticketing Centres and Ticket clearing
points.

7.15.2 Accessibility Seating

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The Stadium Authority shall clarify the provision of, and access to, accessibility seating
(wheelchair user and limited mobility positions) and liaise with local authorities and
provide information on legal provisions regarding disabled spectators and spectators with
limited mobility.

7.15.3 Provision of Electronic Access Control System

The Stadium Authority shall provide the electronic access control system (at the standard
decided by FIFA), including the infrastructure and technical installations as well as any
related software, and to co-ordinate the following activities:

(i) contracting, delivery, implementation and testing of the technology and support
required for the Competition from the electronic access control providers; and

(ii) ensuring that the needs of the Ticketing project are aligned with the provision of
the electronic access control system, including the validation of Tickets.

7.15.4 Ticketing Facilities

The Stadium Authority shall provide sufficient premises (physical space) and infrastructure
(such as chairs, desks) for all Ticketing facilities within or directly near the following
Stadium premises:

(i) Stadium Ticketing Centres;

(ii) Ticket clearing points; and

(iii) FIFA office spaces within the Stadium.

7.15.5 IT Infrastructure

The Stadium Authority shall provide the required basic IT infrastructure (existing Stadium
LAN / WAN) for the following Ticketing facilities within or directly near the Stadium in
accordance with the 2026 FWC Hosting Requirements:

(i) Electronic access control systems;

(ii) Ticket turnstiles;

(iii) FIFA office spaces within the Stadium;

(iv) Stadium Ticketing Centres; and

(v) Ticket clearing points.

7.15.6 Liaison with Local Municipalities

The Stadium Authority shall support the Member Association and FIFA to liaise with local
municipalities for approval of spectator safety procedures (fire, evacuation).

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7.15.7 Dedicated Entrances

The Stadium Authority shall provide dedicated entrances and electronic access control
systems for Media Representatives, guests of the Hospitality Programme and VIP/VVIPs,
both suitably equipped with infrastructure and software registering the access of such
guests, including scanning devices/mag and bag (as required) and ensuring smooth access
for the guests and to operate systems in relation to each Match.

7.15.8 Inspection Tours

The Stadium Authority shall facilitate Venue and Stadium inspection tours pursuant to
Clause 10.1 below.

8. OPERATION OF STADIUM

8.1 General Principle

The Stadium Authority agrees and acknowledges that:

(i) FIFA shall have the full control of, and shall coordinate, all tasks, activities and sub-
projects in relation to the operation of the Stadium during the entire Exclusive Use
Period, including any activities on the Field of Play and/or in the Pitch Area;

(ii)
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FIFA, at its sole discretion, shall be entitled to decide on, and give instructions to
the Member Association and the Stadium Authority in relation to, the use,
operation, management and control of the Stadium for the staging of Matches, in
particular the split of responsibilities between FIFA, the Member Association and
the Stadium Authority;

(iii) the detailed split of responsibilities between FIFA, the Member Association and the
Stadium Authority for the operation of the Stadium during the entire Exclusive Use
Period will be determined by FIFA as set out in Clause 8.2 below; and

(iv) in any case, it will be responsible, at a minimum, for the same scope of services,
tasks and activities in connection with the operation of the Stadium as necessary
for the regular use of the Stadium.

8.2 Stadium Authority Responsibilities

8.2.1 Stadium Operations

(i) The Member Association hereby appoints the Stadium Authority, and the Stadium
Authority hereby accepts the appointment, to operate the Stadium during the
Exclusive Use Period in full compliance with this Stadium Agreement, in particular
Clauses 8.2.1 (iii) and (iv) below, the 2026 FWC Hosting Requirements and any
instructions given by FIFA and/or the Member Association in relation to the
operation of the Stadium, in particular the split of responsibilities between FIFA and
the Stadium Authority.

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(ii) The Stadium Authority shall operate the Stadium during the Exclusive Use Period in
full compliance with this Stadium Agreement, in particular Clauses 8.2.1 (iii) and (iv)
below, the 2026 FWC Hosting Requirements and any instructions given by FIFA
and/or the Member Association in relation to the operation of the Stadium, in
particular the split of responsibilities between FIFA, the Member Association and
the Stadium Authority.

(iii) The detailed split of responsibilities between FIFA, the Member Association and the
Stadium Authority for the operation of the Stadium during the entire Exclusive Use
Period will be determined by FIFA and agreed in a formal and binding Stadium
operations protocol between the Member Association and the Stadium Authority
prior to the selection of the Stadium pursuant to Clause 4.3 above.

(iv) Such responsibilities of the Stadium Authority for the operation of the Stadium
during the entire Exclusive Use Period shall include, in particular, the following:

a) securing the coordination and cooperation, where appropriate, with the


relevant local, regional and national governmental authorities;

b) monitoring, supervision and co-ordination of spectator mobility within the


Inner Stadium Perimeter and the Outer Stadium Perimeter and between
transport points and the Outer Stadium Perimeter;

c) operation of Stadium public announcements and spectator information and


entertainment, including the operation and maintenance of the video
screens and the public address systems within the Stadium in accordance
with FIFA guidelines as well as the operation of the technical platform for
the Match infotainment programme described in Clause 8.4 below;

d) erection, maintenance and protection (by security services) of fences and


any other security needed in the Stadium;

e) provision of support to FIFA for all medical services within the Stadium;

f) provision of support and guidance within the Stadium for all FIFA
Delegation members and the personnel of the Commercial Affiliates, Media
Representatives, Media Rights Licensees, the Hospitality Rights Holder, any
service providers and other third parties as instructed by FIFA;

g) provision of support and guidance within the Stadium for disabled people
and people with limited mobility in a manner meeting all related legal
requirements;

h) provision and maintenance of all required technical facilities, equipment,


infrastructure, services and resources necessary for basic IT infrastructure
as defined by FIFA in Clause 7.5 above, including a Wi-Fi solution or
equivalent capability available for use by the general public;

i) provision and maintenance of all required technical facilities, equipment,


infrastructure, services and resources necessary to fulfil the Stadium media

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requirements set out in Clause 7.4 above;

j) operation and maintenance of the electronic access control system


(provided by the Stadium Authority pursuant to Clause 7.15.3 above) in
relation to every Match taking place in the Stadium;

k) provision of any utilities needed for the use of the Stadium for the
Competition, including electricity and water; and

l) provision of general operational and maintenance services require for the


use of the Stadium, including cleaning, waste management, mechanical,
electrical and plumbing services, green keeping services as well as the
operation and maintenance of the floodlights.

8.2.2 General Support

(i) The Stadium Authority shall generally support FIFA and the Member Association
with respect to the use, operation, management and control of the Stadium for the
hosting and staging of the Matches, including in relation to the Member
Associations´ and FIFA’s own tasks, activities and sub-projects in connection with
the operation of a Stadium.

(ii) Such general support shall, in particular, include the provision of any data,
documents and materials to the Member Association at such time and in such form
allowing the Member Association to fulfil its reporting and project management

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obligations to FIFA. The Member Association shall inform the Stadium Authority
about the required time and form of any such data, documents and materials.

(iii) The Stadium Authority shall provide the general support to the Member Association
and FIFA with the personnel appointed or used by the Stadium Authority in relation
to the operation of the Stadium pursuant to Clause 8.3 below.

8.3 Stadium Authority’s Personnel

(i) In order to comply with its obligations under this Stadium Agreement, in connection
with the operation of the Stadium as set out in Clause 8.2 above, the Stadium
Authority shall, at its own cost, hire and employ, and pay all wages of any kind for,
such number of sufficiently trained personnel as deemed necessary by FIFA and/or
the Member Association for the Stadium operations pursuant to Clause 8.2 above
during the Exclusive Use Period.

(ii) The Stadium Authority shall be solely responsible for the appointment of any and
all personnel used by the Stadium Authority in relation to the operation of the
Stadium pursuant to Clause 8.2 above. Irrespective of the form, scope, term or
nature of such appointment, the Stadium Authority shall ensure, at its own cost,
the full compliance with all applicable laws, rulings and regulations, including any
tax, employment, social security, health and safety laws, rulings and regulations, in
relation to such personnel.

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(iii) Without limitation to Clause 16.16 below, the Stadium Authority shall indemnify
and hold harmless FIFA and the Member Association and their respective officers,
directors, members, employees, external advisors and agents, from any and all
obligations or liabilities (including any and all claims, losses, damage, injuries,
liabilities, objections, demands, recoveries, deficiencies, costs and expenses) which
they may suffer or incur arising out of or in any way connected with the Stadium
operations pursuant to Clause 8.2 above including any social security, employment,
tax, health and safety claim or liability.

8.4 Infotainment

(i) FIFA shall have full operational and editorial control over all Stadium scoreboards,
video screens, sound and public address systems and any other audio or visual
information communication systems in or around the Stadium. The Match
infotainment will contain videos, music, entertainment, advertising and recognition
of the Commercial Affiliates and any other content and information made available
by FIFA to the spectators via the video screens, sound and public address systems
and any other audio or visual information communication systems in or around the
Stadium.

(ii) The Stadium Authority shall support the Member Association and FIFA in the
implementation of the Match infotainment programmes to be designed and
operated in the Stadium on Match Days by FIFA in a manner to be determined by
FIFA. In particular, the Stadium Authority shall be responsible for the infrastructure
and facilities provided for the operation and implementation of the infotainment
programme.

s. 13, s. 15, s. 16, s. 17, s. 21

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8.6 Stadium Decoration and Directional Signage

8.6.1 Stadium Decoration

(i) The Stadium Authority agrees and acknowledges that FIFA will develop and
implement an overall design and branding concept for the Stadium decoration for
the Competition, including the production and installation of all Stadium decoration
material and that FIFA and the Member Association shall be entitled to install and
apply any Stadium decoration material anywhere at the Stadium during the
Exclusive Use Period.

(ii) The design and branding will be based on the Competition Design, will stipulate
that a uniform and/or standardised look is adopted in each stadium used for the
Competition, including the Stadium, and may include official Competition Marks
and/or recognition of the Commercial Affiliates. This includes the decoration
material for any permanent and temporary infrastructure within the Inner Stadium
Perimeter and Outer Stadium Perimeter, such as any food and beverage and
merchandise concessions stands, the parking areas, the hospitality areas of the
Stadium as well as the Ticketing Centre, the Accreditation Centre and the Volunteer
Centre (i.e. even outside of the Outer Stadium Perimeter).

8.6.2 Directional Signage

(i) The Stadium Authority shall provide the Stadium with such permanent directional
signage and signage with seating information as set out in detail in the 2026 FWC

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Hosting Requirements.

(ii) FIFA will develop and implement a Stadium signage concept for the Competition,
including the production and installation of all Stadium signage material.

(iii) The design and branding will be based on the Competition Design and may include
official Competition Marks and/or recognition of the Commercial Affiliates. This
includes the signage material for any permanent and temporary infrastructure
within the Inner Stadium Perimeter and the Outer Stadium Perimeter, such as any
food and beverage and merchandise concessions stands, the parking areas, the
hospitality areas of the Stadium as well as the Ticketing Centre, the Accreditation
Centre and the Volunteer Centre (i.e. even outside of the Outer Stadium
Perimeter).

9. GENERAL OPERATIONAL MATTERS

9.1 Communication

(i) The Stadium Authority agrees and acknowledges that FIFA retains the right to
decide the manner in which FIFA and the Member Association communicate with
the Stadium Authority and manage the relationship with it, in particular with
respect to the exercise of any rights, and the fulfilment of any obligations, pursuant
to this Stadium Agreement. The Member Association will establish and regularly

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update a communication protocol for the Stadium, containing minutes of any
relevant meetings and further relevant correspondence and information.

(ii) By no later than 31 December 2021 or such later date as determined by the
Member Association (Stadium Coordination Manager Due Date), in close
coordination with the Member Association, the Stadium Authority shall appoint a
person to act as the main contact and responsible Stadium manager for the
coordination of all matters of the Stadium in relation to the Competition.

9.2 Project Management Plan

(i) By no later than 30 June 2022 or such later date as determined by the Member
Association (Project Management Plan Proposal Due Date), the Stadium Authority
shall submit to the Member Association a detailed, written proposal of a project
management plan for the fulfilment of its obligations under this Stadium
Agreement, based on the key milestones, dates and deliverables of the Stadium
Authority pursuant to this Stadium Agreement.

The project management plan shall, at a minimum, contain:

a) information in relation to organisational set-up of the Stadium Authority;

b) milestones to meet the Stadium completion date as set out Clause 5.3 above;

c) milestones to provide the spaces necessary for the implementation of the


Stadium Overlay Infrastructure; and

d) the appointment of a Stadium operator (if necessary).

Following the Member Association’s approval, the project management plan shall
be periodically updated by the Stadium Authority upon written request by FIFA
and/or the Member Association.

(ii) The project management plan to be proposed by the Stadium Authority shall
comply with the project and knowledge management policies, procedures and
standards as established by FIFA for the Competition in relation to any activities by
FIFA, the Member Association and relevant third parties in connection with the
Competition. The Stadium Authority shall best possibly support the Member
Association to integrate into, and reflect the relevant project-related details and
milestones in, the tool or platform for the project and knowledge management
established by FIFA.

9.3 Permits and Concessions

(i) To the extent that the Stadium Authority is entitled to grant decrees, licences,
permits, orders, decisions and other acts as may be required to ensure that FIFA,
the Member Association or any third party authorised by FIFA and/or the Member
Association, may comply with its obligations, and exercise its rights, in the Stadium
as set out under this Stadium Agreement, the Stadium Authority shall, to the extent

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permitted by applicable laws and regulations, issue any such applicable and
relevant decrees, licences, permits, orders, decisions and other acts as may be
required to ensure that the relevant party may comply with its obligations, and
exercise its rights, in the Stadium.

(ii) To the extent that the Stadium Authority is not entitled to grant any decrees,
licences, permits, orders, decisions and other acts as set out in Clause 9.3 (i) above,
the Stadium Authority shall support FIFA, the Member Association or any third
party appointed by FIFA or the Member Association in their applications and
processes for the issuance of any such decrees, licences, permits, orders, decisions
and other acts, including by handling the permit and concession processes for the
erection of temporary facilities in a timely appropriate and accelerated manner.

9.4 Tickets

Subject to the ticket plan to be developed by FIFA, the Stadium Authority shall be entitled
to purchase a certain number of tickets for the Matches in the Stadium (in an amount to
be determined by FIFA at a later stage) prior to making such tickets available for sale to
the general public. In such case, the Stadium Authority agrees to fully comply with the
standard terms and conditions and any further special requirements defined by FIFA for
the use of any tickets or ticket products at a later stage, in particular to not use any such

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tickets for any commercial purposes, whether by way of price offerings, competitions,
sweepstakes or otherwise and to not transfer any such tickets to any third party without
FIFA’s prior written consent.

10. STADIUM INSPECTION VISITS / TEST EVENTS

10.1 Stadium Inspection Visits

(i) Following the selection of the Stadium, FIFA will organise Stadium inspection visits.
The first Stadium inspection visit will take place no more than six (6) months
following the confirmation of the selection of the Stadium. The Stadium inspection
visits shall focus on the fulfilment of any obligations set out in this Stadium
Agreement as well as any other operational matter.

(ii) The Stadium Authority shall cooperate and communicate with the Member
Association and FIFA in relation to the inspection visits and any related meetings,
workshops and other activities. The Stadium Authority shall grant the Member
Association and FIFA access to all areas at the Stadium for the purposes of their
inspections. The objectives of the Stadium inspection visits are primarily to assess
the compliance with technical and infrastructure requirements and to ensure that
suitable facilities are allocated to each of the different entities operating at the
Stadium.

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10.2 Test Events

The Stadium Authority shall, in coordination with the Member Association, stage a
minimum of three (3) football matches as a test for the Competition in the Stadium with
full capacity prior to the provision of the Stadium for the Competition pursuant to Clause
6.2.1 above. Any such football matches shall serve the purpose of best possibly testing the
Stadium operations reflecting the Stadium requirements as set out in Clause 7 above as
well as directional and seating signage as set out in detail in the 2026 FWC Hosting
Requirements. Further details and any matters to be tested at the respective events shall
be coordinated between the Stadium Authority, the Member Association and FIFA in such
manner as determined by FIFA reasonably in advance of the test events. If requested by
FIFA, the Stadium Authority shall use all reasonable efforts that, during such tests events,
certain functions and areas which may be relevant for the Competition are tested or
operated by FIFA, the Member Association and/or the Stadium Authority (e.g. food and
beverage concessions).

11. STADIUM-RELATED RIGHTS

11.1 Existing Rights of Stadium Authority and Third Parties

(i) The Stadium Authority shall provide the Stadium for the entire Exclusive Use Period
free of any encumbrances, charges, liens, third party rights or other entitlement of
any third party which may adversely affect the unrestricted control and/or use of
the Stadium for the Competition, without the Stadium Authority or any such other
third party being entitled to claim any monetary or further compensation from FIFA
and/or the Member Association in this regard.

(ii) The Stadium Authority undertakes and warrants to take any such measures
necessary to ensure clearance of any existing or potential encumbrances, charges,
liens, third party rights and any other entitlement or restrictions that may adversely
affect the unrestricted control and/or use of the Stadium for the Competition.
Where applicable, the Stadium Authority shall provide written legally binding and
irrevocable waivers duly executed by all relevant third parties in relation to any
existing contracts binding the Stadium Authority in a manner conflicting with the
unrestricted control and/or use of the Stadium for the Competition, such as any
existing contract for any Stadium facilities (including any ticketing or hospitality
facilities, restaurants, food and beverage or merchandise concession operations),
Stadium or Stand naming rights or other sponsorship, advertising, merchandising,
branding, marketing or media rights or any arrangement providing any kind of
preferential or comparable rights in relation to the Competition Period.

(iii) Such waivers shall include all relevant details of any such existing contracts, allow
FIFA to receive a copy of such contracts upon its request and contain an
undertaking by such third party to not conduct any Ambush Marketing activity in
relation to, or making any reference to, FIFA or the Competition.

(iv) The Stadium Authority shall be solely responsible for bearing any direct or indirect
costs in relation to such waivers, including any compensation, regardless of its
cause, to be paid to any third party. In particular, the Stadium Authority shall:

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a) indemnify, hold harmless and defend FIFA and the Member Association, as
well as any other third party contracted to FIFA or the Member Association
and the Participating Member Association from and against all liabilities,
obligations, damages, losses, claims, demands, recoveries, deficiencies,
costs or expenses which such parties may suffer or incur in connection with,
resulting from, or arising out of, any such third party rights or claims; and

b) provide a full and complete list of any such third party contracts to be
waived pursuant to this Clause 11.1 and shall provide the Member
Association with a copy of any such third party contract upon request from
FIFA and/or the Member Association.

11.2 Stadium Names

In respect of the Stadium name to be used in relation to the Competition, the Stadium
Authority:

(i) agrees and acknowledges that FIFA shall be entitled to determine the official
Stadium name for the Competition and change the name of the Stadium for any
purposes in relation to the Competition to any non-commercial name that it deems
appropriate, without any reference to the Stadium naming rights sponsor, owner or
user of the Stadium (e.g. “2026 FIFA World Cup Stadium [Host City]”);

(ii)
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shall exclusively use for any purposes in relation to the Competition the official
Stadium name for the Competition as determined in particular in any press
releases, brochures and any other public written or oral statements for the entire
term of this Stadium Agreement;

(iii) shall use its best efforts to ensure that the Host City Authority and governmental
authorities in the Venue shall exclusively use for any purposes in relation to the
Competition the official Stadium name for the Competition as determined by FIFA,
in particular in any press releases, brochures and any other public written or oral
statements for the entire term of this Stadium Agreement; and

(iv) shall not use itself, and shall ensure that the Stadium naming rights sponsors, as
well as the Stadium users do not use, in any press conference, press release,
printed materials or any other marketing or promotional materials or otherwise the
customary Stadium name with reference to the Stadium naming rights sponsor,
owner or user in any context with the Competition for the entire term of this
Stadium Agreement.

11.3 Stadium Intellectual Property Rights

(i) The Stadium Authority shall:

a) transfer, free of charge or any further royalty payable, to FIFA all rights in
relation to visual representations of its Stadium for exploitation by FIFA or
any such third parties authorised by FIFA in any manner of its choosing for

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the term of this Stadium Agreement and in perpetuity where such use is in
relation to the Competition, such as documentary or archive uses or in
recorded materials;

b) waive any and all Competition-related rights which may arise by law as a
result of its ownership and/or control of its Stadium; and

c) upon request by FIFA, execute, free of charge and at its own costs, in a timely
manner and in compliance with any instructions given by FIFA any and all
clearances or other documents as may be required by any local, regional,
national or other laws, regulations, directives or judicial acts applicable in the
Host Country to effect such waiver.

(ii) The Stadium Authority shall ensure that, in case of any rights of a third party, such
third party transfers to FIFA and waives any such rights pursuant to Clause 11.3 (i)
above.

(iii) The Stadium Authority undertakes to ensure that no third party uses, and further
undertakes not to grant to any other third party, the right to use, any visual
representation of its Stadium in any manner in relation to the Competition.

12. SUSTAINABILITY REQUIREMENTS AND HUMAN RIGHTS

12.1 Sustainability Requirements

12.1.1 General Principle

(i) The hosting and staging of the Competition creates a significant social, economic
and environmental impact in the Host Country. Carefully balancing social,
environmental and economic considerations are key to a sustainable event.

(ii) The Stadium Authority shall manage any of its activities in connection with the
construction and renovation of the Stadium, the provision of the Stadium as well as
the operation and use of the Stadium in connection with the Competition in a
sustainable manner and respecting all Human Rights in accordance with the UN
Guiding Principles.

12.1.2 Stadium Sustainability Certifications

(i) The Stadium Authority shall ensure that in case the Stadium is:

a) newly built or renovated, the Stadium obtains sustainable design, build and
operations certifications; and

b) existing, the Stadium obtain sustainable operations certifications.

Given that there are a number of comparable standards for such sustainability
certifications, the type and level of certification shall be subject to FIFA’s prior
approval.

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(ii) By no later than 30 April 2025 (Stadium Sustainability Certification Due Date), the
Stadium Authority shall ensure that a sustainable design, build and operations
certifications has been obtained for the Stadium.

12.2 Human Rights and Labour Standards

12.2.1 General Principle

FIFA is committed itself, and expects all involved stakeholders (including the Stadium
Authority) to be fully committed, to respecting all Human Rights in every aspect of the
organisation of the Competition, including legacy and post-event related activities.

12.2.2 Undertakings by Stadium Authority

(i) The Stadium Authority shall respect all Human Rights in accordance with the UN
Guiding Principles in all aspects of its activities relating to this Stadium Agreement,
in particular with regard to the construction, renovation and preparation of the
Stadium (with a special attention to a potential resettlement and eviction as well as
labour rights including those of migrant workers) and the operation of the Stadium
in connection with the Competition, with the understanding that this entails taking
adequate measures to:

a) avoid causing or contributing to adverse Human Rights impacts through its

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own activities, and address such impacts when they occur; and

b) seek to prevent or mitigate adverse Human Rights impacts that are directly
linked to the Stadium Authority’s operations, products or services by its
business relationships, even if the Stadium Authority has not contributed to
such impacts.

(ii) Following FIFA’s reasonable request at any time, the Stadium Authority shall report
on its efforts to respect all Human Rights as described in this Clause 12.2, including
any relevant information on:

a) its policy commitment to meet its responsibility to respect all Human Rights
and the manner in which such commitment is embedded in the Stadium
Authority’s operational policies and procedures;

b) its due diligence process to identify, prevent, mitigate and account for how
it addresses its impacts on Human Rights;

c) its processes to enable the remediation of any adverse Human Rights


impacts it causes or to which it contributes; and

d) its adoption and use of relevant international standards and best practices
to prevent, mitigate or remediate adverse Human Rights impacts, including
the development of codes of practice and monitoring systems for the
protection of workers and other vulnerable groups.

(iii) Without limitation to Clauses 12.2.2 (i) and (ii) above, the Stadium Authority shall:

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a) support, and participate in, any multi-stakeholder forum requested or set
up by FIFA to facilitate an open and structured dialogue between the
relevant stakeholders, including civil society experts, in relation to Human
Rights in connection with the Competition and/or the Stadium Authority’s
activities relating to this Stadium Agreement; and

b) support, and cooperate with, any grievance mechanisms, monitoring


activities or such other remediation processes as determined by FIFA
(whether established by FIFA, the Member Association, governmental
authorities and/or other relevant entities) for individuals and communities
who may be adversely impacted in connection with the Competition and/or
the Stadium Authority’s activities relating to this Stadium Agreement.

13. STADIUM RENTAL FEE AND COSTS

13.1 Stadium Rental Fee

(i) In consideration of the provision of the Stadium to, and its use by, the Member
Association and FIFA pursuant to Clause 6 above, the operation of the Stadium
pursuant to Clause 8 above and the fulfilment of any obligations by the Stadium
Authority in relation thereto, and subject to the full compliance with this Stadium
Agreement, in particular the Stadium requirements set out in Clause 7 above as
well as the 2026 FWC Hosting Requirements, the Stadium Authority shall be
entitled to receive a Stadium Rental Fee to be determined pursuant to the process
as described in Clause 13.1 (ii) below.

(ii) With its execution of this Stadium Agreement, the Stadium Authority has provided
a binding initial proposal for the Stadium Rental Fee for the use of the Stadium in
connection with the Competition which the Member Association has provided to
FIFA. Such Stadium Rental Fee was required to be based on a standard rental fee
per Match Day and non-Match Day on the basis of certain parameters as set out in
Annexe 3.

Based on the initial proposal for the Stadium Rental Fee provided by the Stadium
Authority, FIFA, the Member Association and the Stadium Authority will negotiate
in good faith a final Stadium Rental Fee payable to the Stadium Authority. As a
result of such negotiations, prior to the selection of the Stadium pursuant Clause
4.3 above, the Stadium Authority provided a final and binding offer for a Stadium
Rental Fee as set out in Annexe 3.

By the countersignature of this Stadium Agreement by the Member Association as


part of the selection of the Stadium pursuant Clause 4.3 above, the Member
Association has accepted the Stadium Authority’s offer for a Stadium Rental Fee
pursuant to the terms as set out in Annexe 3.

(iii) The Stadium Authority agrees and acknowledges that the full payment of the
Stadium Rental Fee will be subject to such performance-related conditions as to be
agreed between the parties and as to be set out in detail in Annexe 3 as well as the
full compliance by the Stadium Authority with the terms and conditions of this
Stadium Agreement.

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(iv) The Stadium Authority agrees and acknowledges that FIFA will cover and effect
directly the Stadium Rental Fee payable to the Stadium Authority.

13.2 Costs and Expenses of Stadium Authority

(i) Any and all costs and expenses incurred by the Stadium Authority in relation to the
provision, use and/or operation of the Stadium in connection with the Competition
and any other obligations fulfilled by the Stadium Authority in relation thereto shall
be entirely compensated by the payment of the Stadium Rental Fee. For the
avoidance of doubt, the Stadium Rental Fee will cover any costs and expenses
incurred by the Stadium Authority in relation to cleaning and waste management,
but no costs incurred in relation to the use and consumption of electricity and
water which will be borne by FIFA or the relevant third party.

(ii) Any costs and expenses incurred by the Stadium Authority in relation to the
provision, use and/or operation of the Stadium in connection with the Competition
and any other obligations fulfilled by the Stadium Authority in relation thereto in
excess of the Stadium Rental Fee shall be solely borne by the Stadium Authority.

(iii) Clauses 13.2 (i) and (ii) above apply to any and all costs and expenses incurred by
the Stadium Authority to fulfil any of its obligations as set out in this Stadium
Agreement, including any costs and expenses to be incurred by the Stadium
Authority under agreements with third parties necessary to fulfil such obligations,
such as the provision of spaces outside of the Inner Stadium Perimeter and/or

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spaces sourced for the Stadium Overlay Infrastructure.

(iv) For the avoidance of doubt, any and all costs and expenses borne and incurred by
the Stadium Authority in relation to the construction, renovation and/or
preparation of the Stadium which are necessary to fulfil FIFA’s requirements as set
out in this Stadium Agreement and the 2026 FWC Hosting Requirements, including
any costs and expenses for any permanent or temporary equipment, facilities,
infrastructure and further engineering systems (such as power supply, elevators,
safety systems, access to utilities) used in the Stadium, shall not be considered by
the Stadium Authority in the calculation of the Stadium Rental Fee pursuant to
Clause 13.1 (ii) above.

The Stadium Authority agrees and acknowledges that the Member Association,
FIFA, the 2026 FWC Entity and any other member association (in the event that the
Member Association has been selected by FIFA together with other member
associations to co-organise the Competition) will not compensate the Stadium
Authority for any such costs and expenses.

13.3 Taxes

(i) The Stadium Rental Fee pursuant to Clause 13.1 above is expressed to be exclusive
of VAT, sales tax or similar taxes (if any). In line with applicable legislation, VAT,
sales tax or similar taxes (if any) may be charged by the Stadium Authority in
addition to the Stadium Rental Fee, provided that the Stadium Authority produces
and delivers all necessary invoices, confirmations or other documentation as

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required by applicable legislation and/or as requested by the Member Association
and/or FIFA for such VAT, sales tax or similar taxes (if any).

(ii) Subject to Clause 13.3 (i) above, each party shall bear its own taxes, duties and
levies which result from entering and/or implementation and/or cancellation of this
Stadium Agreement.

(iii) The parties agree that they shall cooperate in good faith to minimise non-
refundable taxes, duties and levies in line with applicable legislation and practice. If
applicable legislation and practice provides for refund, reduction or credit of taxes,
duties and levies, the parties shall be obliged to apply reasonable best efforts to
obtain such refund, reduction or credit and shall issue all necessary forms and/or
other documentation as requested by applicable legislation and practice for
obtaining such refund, reduction or credit. For the avoidance of doubt, it shall be
stated that such obligation to apply reasonable best efforts for obtaining refund,
reduction or credit of taxes does not entitle a party to request amendments or
changes to this Stadium Agreement.

(iv) Any tax ruling request to be submitted to tax authorities in connection with this
Stadium Agreement or dealing with Stadium Authority's relationship to FIFA and/or
the Member Associations shall be submitted to, and has to be approved by, FIFA in
advance.

14. COMMERCIAL RIGHTS

14.1 Ownership of Rights

14.1.1 General Principle

The Stadium Authority agrees and acknowledges that:

(i) as the founder of the Competition and as the world governing body of Association
Football and based on its organisational, logistical and financial contributions, roles
and responsibilities for the hosting and staging of the Competition, FIFA exclusively
and solely owns and controls, on a world-wide basis, any and all Media Rights,
Marketing Rights, Intellectual Property Rights and all other commercial or other
rights and opportunities (including any title and interest, in relation to the
Competition (which includes any Competition-related Events), whether existing or
created in the future;

(ii) FIFA retains the right to exclusively exploit, directly or indirectly, in perpetuity, in
any manner, without any restriction, and on a world-wide basis any and all Media
Rights, Marketing Rights, Intellectual Property Rights and all other commercial and
other rights and opportunities in relation to the Competition (which includes any
Competition-related Events), whether existing or created in the future, including
the right to create Competition Marks;

(iii) FIFA retains all revenues derived from the exploitation of any and all Media Rights,
Marketing Rights, Intellectual Property Rights and all other commercial and other

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rights and opportunities in relation to the Competition (which includes any
Competition-related Events), whether existing or created in the future;

(iv) it shall not by itself exploit, or grant or purport to grant to any third party the right
to exploit, directly or indirectly, any Media Rights, Marketing Rights, Intellectual
Property Rights or any other commercial or other rights and opportunities in
relation to the Competition (which includes any Competition-related Events);

(v) it shall support FIFA prior, during and after the Competition Period in relation to the
exploitation, protection and enforcement of any and all Media Rights, Marketing
Rights, Intellectual Property Rights or any other commercial or other rights and
opportunities in relation to the Competition (which includes any Competition-
related Events) in the Host Country pursuant to this Stadium Agreement and
according to FIFA instructions;

(vi) it shall refrain from any, direct or indirect, activity which may result in the
infringement of, or unfair competition with, any Media Rights, Marketing Rights,
Intellectual Property Rights or any other commercial or other rights and
opportunities in relation to the Competition (which includes any Competition-
related Events) or FIFA; and

(vii) no third party which has not been authorised by FIFA may conduct any activity
which may give rise to any association between such party and the Competition
(which includes any Competition-related Events) or FIFA or which, directly or
indirectly, exploits in any manner the goodwill or image of the Competition.

14.1.2 theBreaker.news via FOI


Transfer and Proof of Rights

(i) To the extent that any local, regional, national or other laws, regulations, directives
or judicial acts applicable in the Host Country (or parts thereof) may result in any of
the Media Rights, Marketing Rights, Intellectual Property Rights or any other
commercial or other rights and opportunities, including any title and interest in
relation to the Competition as described in Clause 14.1.1 above falling under the
ownership and/or control of the Stadium Authority (whether by virtue of the act of
co-organising any Match or otherwise), the Stadium Authority hereby
unconditionally waives, pledges and assigns and/or transfers to FIFA with
immediate effect with full title guarantee in perpetuity and without any restriction
any Media Rights, Marketing Rights, Intellectual Property Rights or any other
present or future commercial or other rights and opportunities, including any title
and interest in, and to, the Competition) as described in Clause 14.1.1 above for
FIFA’s unfettered exploitation, and waives any and all claims to, directly or
indirectly, exercise and/or exploit any of such rights and opportunities itself, or to
grant to any third party the right to directly or indirectly exercise any of such rights
or opportunities. For the avoidance of doubt, the Stadium Authority shall not be
entitled to withhold, refuse or restrict any waiver, assignment and/or transfer of
such rights on the basis of any news access laws or any other local, regional or
national laws, regulations, directives or judicial acts applicable in the Host Country.

(ii) Any assignment and/or transfer of any Intellectual Property Rights under this
Clause 14.1.2 shall be by way of present assignment of future copyright, to the

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fullest extent possible and for the full term of copyright, including any renewals,
reversions or extensions thereof and thereafter in perpetuity.

(iii) The Stadium Authority shall inform FIFA in writing and without unreasonable delay
if any of the Media Rights, Marketing Rights, Intellectual Property Rights or any
other commercial or other rights and opportunities, including any title and interest
in relation to the Competition as described in Clause 14.1.1 above may be deemed
to fall under the ownership and/or control of the Stadium Authority, the Host City
Authority and/or any other third party under any local, regional, national or other
laws, regulations, directives or judicial acts applicable in the Host Country.

(iv) Upon request by FIFA, the Stadium Authority agrees to execute, free of charge and
at their own costs, in a timely manner and in compliance with any instructions given
by FIFA any and all clearances or other documents as may be required by any local,
regional, national or other laws, regulations, directives or judicial acts applicable in
the Host Country to effect such assignment, transfer and waiver of such rights to
FIFA and to enable the free and unfettered, direct or indirect, exploitation of any
and all Media Rights, Marketing Rights, Intellectual Property Rights and other
present or future commercial and other rights and opportunities by FIFA.

(v) In case that the Stadium Authority, the Host City Authority and/or any other third
party is prevented from fully and unrestrictedly waiving, pledging, assigning and/or
transferring any Media Rights, Marketing Rights, Intellectual Property Rights or any
other commercial or other rights and opportunities, including any title and interest
in relation to the Competition as described in Clause 14.1.1 above on the basis of
any news access laws or any other local, regional or national laws, regulations,
directives or judicial acts applicable in the Host Country, FIFA, at its sole discretion,
shall be entitled to decide on the manner in which the Stadium Authority, the
Member Association and FIFA shall comply with any such news access laws or any
other local, regional or national laws, regulations, directives or judicial acts
applicable in the Host Country, including any policies, rules and requirements for
accessing the relevant sites.

(vi) The Stadium Authority shall incorporate in any agreement with any third party
relating to the Competition an appropriate wording to the effect that such third
party:

a) irrevocably acknowledges FIFA’s exclusive ownership, control and/or


unfettered exploitation of any Media Rights, Marketing Rights, Intellectual
Property Rights or any other commercial or other rights and opportunities,
including any title and interest in relation to the Competition; and

b) waives any and all claims to, directly or indirectly, exercise and/or exploit any
of such rights and opportunities itself, or to grant to any third party the right
to, directly or indirectly, exercise any of such rights or opportunities.

14.1.3 Reservation of Rights

All rights and opportunities not expressly granted to the Stadium Authority under this
Stadium Agreement are exclusively reserved by FIFA and/or the Member Association (as
applicable).

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14.2 Media Rights

14.2.1 Production

(i) Production Policy

The Stadium Authority agrees and acknowledges that FIFA, at its sole discretion, shall
have the sole right to determine the policy and project plan governing the extent and the
manner in which, by any means whatsoever (whether now known or hereafter created),
the content and/or material being subject to the Media Rights is produced in relation to
all Matches and any Competition-related Events staged in the Stadium.

The Stadium Authority further agrees and acknowledges that FIFA, at its sole discretion,
shall have the right to appoint the Host Broadcaster and further third party service
providers in relation to the production of the content and any other material in
connection with the Competition and any Competition-related Events staged in the
Stadium.

(ii) Stadium Authority Support

The Stadium Authority shall, to the best of its abilities, provide FIFA, the Member
Association, the Host Broadcaster and any further third party service provider appointed
by FIFA, with all necessary support in relation to the production of any content or other

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material in connection with the Competition and any Competition-related Events staged
in the Stadium. Such support by the Stadium Authority shall be in compliance with this
Stadium Agreement and the 2026 FWC Hosting Requirements and any specific instruction
given by FIFA at any time.

14.2.2 Distribution

(i) Distribution Policy

The Stadium Authority agrees and acknowledges that FIFA, at its sole discretion, shall
have the sole right to determine the policy and project plan governing the manner in
which the Media Rights may be used or exploited, in particular the worldwide television
and other media distribution policy for the Competition and any Competition-related
Events staged in the Stadium, irrespective of the distribution format (whether existing or
created in the future).

(ii) Stadium Authority Support

The Stadium Authority shall, to the best of its abilities, provide FIFA and any further third
party appointed by FIFA, with all necessary support in relation to the implementation of
the distribution policy in the Host Country, including in respect of any necessary
discussions with the Government and other governmental or public authorities with
respect to any laws, regulations, ordinances or rulings applicable in the Host Country
which may have an impact on the implementation of the distribution policy.

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14.3 Marketing Rights

14.3.1 Marketing Rights Programme

The Stadium Authority agrees and acknowledges that FIFA shall have the sole right to
determine the definition, structure, strategy and concept for the exploitation, use,
implementation and activation of the Marketing Rights.

14.3.2 Exercise of Marketing Rights

(i) The Stadium Authority agrees and acknowledges that FIFA retains the exclusive
right to:

a) conduct, or to appoint any third party to conduct, sales and/or distributions


of consumable products (including any food and beverage) and non-
consumable merchandise (including, all officially licensed Competition
merchandise, serving containers, cups, packaging, souvenirs, novelties, film,
apparel, publications and other similar items) in the Stadium during the
Exclusive Use Period. The Stadium Authority shall refrain from conducting
any such activity, and shall ensure that no third party not authorised by FIFA
will be entitled to conduct such activities in the Stadium; and

b) place and/or permit the placing of permanent or temporary, audible or


visible advertising of any kind or description within the Stadium (e.g. by
installing advertising boards, putting up posters, banners, corporate logos
and any other means of advertising), including on any giant screen(s),
scoreboard, video board, wall, fence, equipment, uniform, clothing, bench,
concession stand or on the person of any vendor, in the parking and
pedestrian areas, restrooms or sanitary facilities, water or other fluid bottles,
over the public address system or otherwise, and to carry out advertising and
promotional activities in the Stadium.

(ii) The Stadium Authority shall not, under any circumstances:

a) place, or authorise any other individual or entity to place, advertising or


advertising matter or engage in any promotional, public relations, religious,
political, commercial or advertising activity of any kind in, on, above, around
or about the Stadium without the prior written approval of FIFA; or

b) issue any permits or licences for commercial activities of any kind for use
within the Controlled Area on Match Days.

14.3.3 FIFA Guidelines

The Stadium Authority agrees and acknowledges that FIFA may develop and provide to
the Stadium Authority, based upon the requirements and aspects and as set out in
detailin the 2026 FWC Hosting Requirements, detailed guidelines which will contain all
operational, branding, rights protection and other aspects and requirements to be
complied with by the Stadium Authority in relation to the exploitation, use,
implementation and activation of the Marketing Rights under the Marketing Rights
programme. FIFA will provide such guidelines reasonably in advance of the Competition,

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enabling the Stadium Authority to carry out any required operational and administrative
steps.

14.3.4 Stadium Authority Support

The Stadium Authority shall, to the best of its abilities, provide the Member Association,
FIFA and any third parties appointed by FIFA, with all necessary support in relation to the
exploitation, use, implementation and activation of the Marketing Rights, including (upon
explicit request from, and in full compliance with any specific instruction given by, the
Member Association or FIFA) in respect of any necessary discussions with the Host City
Authority, in particular in respect of the FIFA Fan Fest and the Venue dressing
programme, the Government and other governmental or public authorities with respect
to any laws, regulations, ordinances or rulings applicable in the Host Country which may
have an impact on the exploitation, use, implementation and activation of the Marketing
Rights. Such support of the Stadium Authority shall be in compliance with this Stadium
Agreement and the 2026 FWC Hosting Requirements and any specific instruction given by
the Member Association or FIFA at any time.

14.3.5 No Association of Third Parties

The Stadium Authority shall, through its relevant contractual arrangements, ensure that
its service providers and other contractual partners, including sub-contractors and further
third parties forming part of the Stadium Authority´s supply chain in connection with the
Competition, are expressly prohibited from (i) publicising, making any public or other
statements in relation to, the nature of their relationship with the Stadium Authority, and

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(ii) conducting any other activities which may, in FIFA’s opinion, create an association
between such entities and/or its products or services and FIFA, the Member Association
and/or the Competition.

14.3.6 Programmes and Publications

The Stadium Authority agrees and acknowledges that:

(i) FIFA and/or the Member Association shall be solely entitled to issue the official
programmes, publications and other printed matter related to Matches and any
Competition-related Events staged in the Stadium in connection with the
Competition; and

(ii) no publications or further printed materials other than those issued by FIFA and/or
the Member Association may be distributed on the Stadium premises, unless
expressly approved by the FIFA and/or the Member Association.

s. 13, s. 16, s. 17, s. 21

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s. 13, s. 16, s. 17, s. 21

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s. 13, s. 16, s. 17, s. 21

14.5 Competition Marks

14.5.1 Introduction

FIFA will create and develop a comprehensive Competition Marks programme, consisting
of the creation, international registration, protection and enforcement of Competition
Marks.

14.5.2 Ownership and Creation of Competition Marks

(i) The Stadium Authority agrees and acknowledges that FIFA is the sole owner of all
Competition Marks as well as FIFA Marks and any other trademarks, designs,
names, designations, symbols, identifying music or sounds, logos, mascots,
emblems, trophies and other artistic or orthographic representations which refer
to, or associate with, the Competition or Competition-related Events and that all
rights and goodwill in, and in relation to, the Competition Marks, FIFA Marks and
such other marks shall remain vested in FIFA both during and after the term of this
Stadium Agreement.

(ii) Any and all goodwill arising from the use of the Competition Marks by the Stadium

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Authority will inure to the benefit of FIFA.

(iii) The Stadium Authority agrees and acknowledges not to challenge by any means
FIFA’s ownership of the Competition Marks as well as FIFA Marks and any other
trademarks, designs, names, designations, symbols, identifying music or sounds,
logos, mascots, emblems, trophies and other artistic or orthographic
representations which refer to, or associate with, the Competition or Competition-
related Events.

(iv) The Stadium Authority agrees and acknowledges that FIFA shall have the sole right
to determine the concept and strategy for the creation, design, selection and
launch of any Competition Mark, including the right to change, amend, abandon or
modify the concept and strategy for the creation, design, selection and launch of
each and any Competition Marks at any time and at its sole discretion.

14.5.3 Stadium Authority Undertakings

(i) No Use of Competition Marks

The Stadium Authority undertakes to refrain from using any Competition Marks.

(ii) No Oppositions or Challenges of Competition Marks

The Stadium Authority undertakes not to oppose, and shall ensure that their sponsors do
not oppose, or in any other way challenge, any of the trade mark, design copyright, or any

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other intellectual property right applications filed by FIFA or its affiliates, nominees or
Licensees in respect of the Competition Marks and the FIFA Marks.

(iii) No Registrations of the Competition Marks

The Stadium Authority agrees and acknowledges that FIFA shall be the sole entity entitled
to register any Competition Marks in any territory, including the Host Country. The
Stadium Authority undertakes to refrain, and shall ensure that its sponsors refrain, at any
time, from applying for any copyright, trademark, design, patent, or any other intellectual
property right protection or domain name registration in relation to the Competition
Marks as well as FIFA Marks and any other trademarks, designs, names, designations,
symbols, identifying music or sounds, logos, mascots, emblems, trophies and other artistic
or orthographic representations which refer to, or associate with, the Competition or
Competition-related Events, or assist any third party to do so.

(iv) No Creation or Use of other Marks

The Stadium Authority undertakes to not, and to ensure that its sponsors or further
contractors do not, adopt, create and/or use:

a) any other trademarks, designs, names, designations, symbols, identifying


music or sounds, logos, mascots, emblems, trophies and other artistic or
orthographic representations which refer to, or associate with, the
Competition or Competition-related Events during the term of this Stadium
Agreement;

b) any registered or unregistered trademarks owned by FIFA, including any


Competition Marks or FIFA Marks; or

c) any term or symbol which is confusingly similar to, is a colourable imitation


of, or is a derivation of, stylisation of, which unfairly competes with, such
trademarks.

In particular, the Stadium Authority undertakes to refrain from the development, use or
registration of any name, logo, trademark, indicia, brand name, symbol, service mark or
other mark (whether registered or unregistered) or designation which may be inferred by
the public as identifying with FIFA or the Competition, including the words “FIFA”, “World
Cup”, “Coupe du Monde”, “Mundial”, “Copa do Mundo”, “Copa del Mundo”, “WM” or
“Weltmeisterschaft” (or any other term used in any language to identify the Competition),
or the development, use or registration of any such marks using dates in connection with
the name of the Host Country, any Venue or Host City or any similar indicia or derivation
of such terms or dates in any language.

(v) Information to Sponsors and Contractors

The Stadium Authority shall inform any of its sponsors and/or further contractors of the
required undertakings contained in this Clause 14.5.3.

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14.6 Protection and Enforcement of Rights

14.6.1 Introduction

(i) FIFA will develop and manage an international programme for the registration of
Intellectual Property Rights, in particular trademarks, supported by services of a
global network of trademark agents.

(ii) FIFA will develop and manage a global brand protection programme for the
protection and enforcement of all Media Rights, Marketing Rights, Intellectual
Property Rights and all other commercial rights in relation to the Competition,
which includes the:

a) protection of all registered and unregistered Intellectual Property Rights


belonging to FIFA, including the rights in relation to the Competition Marks;

b) prevention, surveillance and enforcement against infringements of, or unfair


Competition with, the Media Rights, Marketing Rights, Intellectual Property
Rights and all other commercial rights in relation to the Competition; and

c) creation and development of an on-site strategy to protect the Competition


and Competition-related Events in the Host Country in coordination with the
Stadium Authority, the Member Association and other relevant national and
local authorities.

14.6.2
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Stadium Authority Obligations

(i) Stadium Authority Requirements

The Stadium Authority shall not conduct any Ambush Marketing activities itself, and shall
refrain from authorising, or in any other manner permitting, or enabling, any of their
sponsors, service providers and other contractors, forming part of the Stadium Authority´s
supply chain in connection with the Competition or any unauthorised third party to
create, in FIFA’s opinion, any association with FIFA and/or the Competition.

(ii) Stadium Authority Support

The Stadium Authority agrees and acknowledges to actively co-operate with FIFA in
relation to the implementation of the brand protection programme to ensure, to the
fullest extent possible, the effectiveness of the brand protection programme in the Host
Country and the adequate protection of the Competition (which includes any
Competition-related Events), against Ambush Marketing activities. In particular, the
Stadium Authority shall provide FIFA with all assistance and support specifically requested
by FIFA in respect of the active protection and enforcement of the Competition Marks
prior to and during the Competition Period in the Host Country.

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15. INSURANCE

15.1 Insurance Concept for Competition

15.1.1 Overall Insurance Assessment

(i) FIFA will conduct an overall insurance assessment for the entire Competition and,
based on the outcome of this insurance assessment develop a detailed overall
insurance concept in relation to all insurances to be secured by FIFA and/or the
Member Association in connection with the Competition, including the use of the
Stadium for the Competition.

(ii) The Stadium Authority shall support FIFA in relation to the overall insurance
assessment for the entire Competition by providing the Member Association with
any relevant information regarding the insurance coverage for the Stadium in such
manner as requested by FIFA.

15.1.2 Mandatory Insurance Coverage

(i) Irrespective of FIFA’s overall insurance assessment pursuant to Clause 15.1.1 above,
the Stadium Authority shall secure and/or maintain, at its own costs, the minimum
insurance coverage in relation to the use of the Stadium for the Competition as set
out in Clause 15.2 below and in compliance with the insurance policy requirements
pursuant to Clause 15.3 below.

(ii) In any case, the Stadium Authority shall present to the Member Association for its
disclosure to FIFA any existing insurance policy in relation to the use of the Stadium
for the Competition. The Member Association and/or FIFA, at their sole discretion,
may request changes of, or modifications or amendments to, the existing policies
pursuant to Clause 15.1.2 (iii) below and the Stadium Authority shall comply with
any of such requests.

(iii) In the event of a request by the Member Association or FIFA for changes of, or
modifications or amendments to, the existing policies, the Stadium Authority, the
Member Association and FIFA shall closely coordinate any such changes,
modifications or amendments. The Stadium Authority agrees and acknowledges
that any changed, modified or amended insurance policy shall be proposed to the
Member Association and/or FIFA, for their prior written approval, before securing
any changed, modified or amended insurance policies.

(iv) The Stadium Authority shall:

a) secure all insurance policies, including all necessary changes, modifications


and amendments thereto, for the insurance coverage in relation to the use of
the Stadium for the Competition pursuant to Clause 15.2 below by no later
than two (2) years prior to the Opening Match; and

b) maintain any such insurance policies throughout the remaining term of this
Stadium Agreement pursuant to Clause 15.3 (iv) below.

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(v) The Stadium Authority shall incur all costs and expenses in relation to the insurance
coverage in relation to the use of the Stadium for the Competition pursuant to
Clause 15.2 below. The Stadium Rental Fee pursuant to Clause 13.1 above will cover
any costs and expenses incurred by the Stadium Authority in relation to changes of,
or modifications and amendments to, the existing insurance coverage for the
Stadium. FIFA will not cover any such costs and expenses incurred by the Stadium
Authority in relation to the existing insurance coverage for the Stadium.

15.2 Insurance Coverage

15.2.1 General Third Party Liability Insurance

(i) By no later than two (2) years prior to the Opening Match of the Competition, the Stadium
Authority shall secure and/or maintain comprehensive and adequate general third
party liability insurance coverage for the entire Exclusive use Period with a
minimum insuring limit of one hundred million United States dollars (USD
100,000,000). The Stadium Authority agrees and acknowledges that, based on the
overall insurance assessment pursuant to Clause 15.1.1 above, the Member
Association and/or FIFA, at their sole discretion, may unilaterally request a
modification, reduction or increase of such minimum insuring limit.

(ii) The general third party liability insurance pursuant to Clause 15.2.1 (i) above shall:

a) be written on a loss occurrence basis;

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b) via
be secured and/or maintained for each FOI
occurrence of any direct or indirect
property damages, financial losses and/or bodily injuries arising out of the
conduct by the Stadium Authority, its directors, employees, representatives,
advisors or any third party acting on behalf of the Stadium Authority, in
connection with the exercise of any of its rights, or the fulfilment of any of its
obligations, under this Stadium Agreement;

c) provide coverage in broad form, including coverage for any bodily injury,
property damage and/or financial loss as well as contractual liability,
personal injury liability, independent contractors’ liability,
premises/operations liability and products/completed operations liability;
and

d) not contain any exclusions in respect of liability for property damages,


financial loses and/or bodily injuries through terrorism or liability for injury to
participants.

15.2.2 Property and Equipment Insurance

(i) The Stadium Authority shall secure, with the effect for the remaining term of this
Stadium Agreement, comprehensive and adequate property and equipment
insurance with a coverage for any loss of use of, or direct or indirect damage to the
Stadium, including any facilities, equipment and infrastructure including any
information technology assets within the Stadium arising from any and all risks and
perils as may be insured against by commercially available insurance policies for

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such facilities, but in no event less broad than “all risk” insurance including
earthquake, fire, flood, thunderstorms and any other natural catastrophe and acts
of terrorism.

(ii) In the event that the Stadium Authority elects to secure an insurance policy:

a) covering less than one hundred per cent (100%) of the full replacement
value or the loss of use; or

b) self-insuring any perils or deductibles,

the risk for such missing and/or insufficient insurance coverage shall be entirely the
responsibility of the Stadium Authority. The Member Association reserves the right
to examine the economic suitability of these restrictions in insurance coverage and,
if necessary, to request amendments at the expense of the Stadium Authority.

(iii) By no later than one (1) year prior to the Opening Match of the Competition, the
Stadium Authority shall ensure that the Stadium Authority and their insurer of the
property and equipment insurance pursuant to Clause 15.2.2 (i) above, provides the
Member Association and/or FIFA with an irrevocable waiver of recourse with
respect to the use of the Stadium for the Competition for the benefit of the
Member Association, FIFA, the 2026 FWC Entity, any other member association (in
the event that the Member Association has been selected by FIFA together with
other member associations to co-organise the Competition), any appointed service
providers and/or their respective directors, officers, members, agents, auxiliary
persons, representatives and employees.

15.3 Insurance Policy Requirements

(i) Insurers

Any insurance policies secured by the Stadium Authority must be obtained from an
insurer of recognised international standing. The Stadium Authority shall submit the
identity of the Stadium Authority’s proposed insurers to the Member Association and/or
FIFA, for FIFA´s prior written approval.

(ii) Indemnification

By no later than two (2) years prior to the Opening Match, the Stadium Authority shall
submit to the Member Association a written pledge indemnifying and holding harmless
FIFA and the Member Association against any and all losses, damages and claims arising
from issues subject to the insurance policies referred to in Clause 15.2 above.

(iii) Additional Insured Entities / Assignment

a) The Stadium Authority shall ensure that the Member Association, FIFA
and/or any third party nominated by FIFA or the Member Association be
named as an additional insured party under each of the insurance policies
referred to in Clause 15.2 above.

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b) For the purpose of covering any direct or indirect damages, or losses suffered
by the Member Association and FIFA, or any liabilities of the Member
Association and FIFA, the Stadium Authority hereby agrees to:

• assign to the Member Association and/or FIFA in advance any and all
rights related to such insurance policies entered into by the Stadium
Authority pursuant to this Stadium Agreement, in particular any and
all rights to receive any proceeds from such insurance policies
entered into by the Stadium Authority pursuant to this Stadium
Agreement; and

• execute upon the Member Association`s request all documents as


may be necessary to perfect such assignment in such manner and at
such time as requested by the Member Association (including
notifications to the relevant insurers).

(iv) Maintenance of Insurance Policies

a) The Stadium Authority shall ensure that all insurance policies entered into by
the Stadium Authority pursuant to this Stadium Agreement are maintained
during the remaining term of this Stadium Agreement.

b) The Stadium Authority shall not be entitled to terminate any such insurance
policies or waive or amend any provision of such policies, unless otherwise
agreed in writing by the Member Association.

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c) via
The Stadium Authority shall ensure that FOI
all such insurance policies contain a
provision obligating the insurer to notify the Member Association in writing
at least thirty (30) days prior to any purported termination of such policy.

d) The Stadium Authority agrees and acknowledges that the adequate insurance
coverage in full compliance with this Stadium Agreement and the
maintenance of such insurance coverage during the remaining term of this
Stadium Agreement is a material obligation of the Stadium Authority
hereunder and of its sub-contractors under their respective agreements.

e) In the event that the Stadium Authority fails to comply with this Clause 15.3
(iv), the Stadium Authority shall be liable to the Member Association for any
costs and expenses incurred by the Member Association to secure and
maintain the respective insurance policies instead of the Stadium Authority
or alternatively any damages and losses suffered by the Member Association
or FIFA which would otherwise have been covered by the required insurance
policies.

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16. MISCELLANEOUS

16.1 Representations and Warranties

The Stadium Authority represents, warrants and undertakes that:

(i) it has, and will continue to have throughout the term of this Stadium Agreement,
the full right and authority to enter into this Stadium Agreement, and to accept and
perform its obligations under this Stadium Agreement;

(ii) this Stadium Agreement, once fully executed by both parties, will be enforceable
against the Stadium Authority in accordance with its terms;

(iii) it is not aware of any impediment or restriction which impairs or restricts, or might
impair or restrict, the performance of its obligations under this Stadium Agreement;

(iv) it has not concluded, and will not conclude, any agreement with any entity which
would restrict or prohibit the Member Association, FIFA and/or the Commercial
Affiliates from exercising their rights in relation to the Competition;

(v) the execution, delivery and performance of this Stadium Agreement shall not
conflict with, or constitute a breach of, or default under, any commitment,
agreement or instrument to which the Stadium Authority is a party or by which it is
bound. In particular, the Stadium Authority warrants that the execution and
performance of the obligations under this Stadium Agreement do not violate in any
respect any laws or regulations of the Host Country or any decision of any judicial
or other competent body or authority in the Host Country;

(vi) it will perform all its obligations hereunder in full compliance with the terms of this
Stadium Agreement and by applying the highest standard of care;

(vii) the conclusion and performance of this Stadium Agreement has been duly
authorised by all necessary corporate actions of the Stadium Authority, and do not
contravene the certificate of incorporation or the by-laws of the Stadium Authority,
and will not result in a breach of, or constitute a default under, any contractual
obligations of the Stadium Authority; and

(viii) there are no actions, suits or proceedings pending or, to the best knowledge of the
Stadium Authority, threatened against the Stadium Authority before any court,
tribunal or governmental body, agency or other authority which might substantially
and adversely affect the financial condition of the Stadium Authority and/or its
ability to perform its obligations under this Stadium Agreement.

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16.2 Term

(i) The term of this Stadium Agreement commences on the date of its conclusion
pursuant to Clause 2.1 (iii) above and will expire on 31 December 2026, unless
previously terminated in accordance with the provisions of Clause 16.3 below.

(ii) For the avoidance of doubt, the provisions of Clauses 4.4, 14, 16.3, 16.7, 16.8,
16.10, 16.13, 16.14, 16.16, 16.17, 16.19 and 16.20 shall survive expiry or early
termination of this Stadium Agreement.

(iii) In the event that the Stadium is not selected for the use for the Competition and
the Member Association does not accept the irrevocable offer by the Stadium
Authority as established in the unilaterally executed Stadium Agreement, the
provisions of Clauses 4.4, 14, 16.7, 16.8, 16.10, 16.13, 16.14, 16.16, 16.17, 16.19
and 16.20 shall remain binding for the Stadium Authority, the Member Association,
the other member associations (if applicable) and FIFA as third party beneficiary.

s. 13, s. 16, s. 17, s. 21

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s. 13, s. 16, s. 17, s. 21

(iv) Cure Period

With respect to Clause 16.3.1 (ii) e) above, the Member Association shall notify the
Stadium Authority and give the Stadium Authority the opportunity to remedy the
violation within a reasonable period of time. If the violation is not remedied to the

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Member Association’s and FIFA's reasonable satisfaction within such cure period,
the Member Association shall have the right to terminate this Stadium Agreement.

(v) Consequences of Termination

In case of termination of this Stadium Agreement, completely or in part, by the


Member Association, the Stadium Authority shall:

a) not have any claims or rights to damages or further compensation against the
Member Association and/or FIFA, FIFA’s and/or the Member Association’s
subsidiaries and/or their directors, officers, members, agents, auxiliary
persons, representatives and employees, and expressly waives all such rights;

b) indemnify FIFA and the Member Association, FIFA’s and/or the Member
Association’s subsidiaries and other concerned parties for all damages of
whatever nature in such cases described, and subject to the terms and
conditions set out, in Clause 16.16 below; and

c) refrain from making any public statement in connection with such


termination, unless otherwise explicitly approved by the Member Association
and/or FIFA in writing prior to such statement.

Termination by the Member Association shall be without prejudice to any


obligations due to be performed by the Stadium Authority, or claims accrued
against the Stadium Authority, prior to such termination and shall not be construed

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as a waiver of any such existing rights and/or claims.
s. 13, s. 16, s. 17, s. 21

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s. 13, s. 16, s. 17, s. 21

16.4 Force Majeure

(i) The Parties agree and acknowledge that, for the purposes of this Stadium
Agreement, a force majeure event is any event which is not within the reasonable
control of either party, including any natural disasters and adverse weather
conditions (such as flood, earthquake, storm or hurricane), fire, war, invasion,
hostilities (regardless of whether war is declared), civil war, rebellion, riot,
revolution, insurrection, military coup, act of terrorists or other public enemies,
nationalisation, confiscation, sanctions, boycott of the Competition, or otherwise
and other adverse acts imposed by the Government and other governmental
authorities, blockage, embargo, labour dispute, strike or lockout.

(ii) In case of a force majeure event, the following shall apply:

a) The failure or inability of a party to comply with an obligation under this


Stadium Agreement due to a force majeure event shall not be deemed a
breach of this Stadium Agreement by such party.

b) The Member Association shall be entitled to terminate this Stadium


Agreement pursuant to Clause 16.3.1 (iii) above.

c) None of the parties shall be entitled to receive any compensation for any loss
that may be caused in connection with such force majeure event, including
loss of revenues and to assert any claims or rights to damages against the
respective other party.

d) If a force majeure event prevents, or there is a likelihood that a force majeure


event will prevent, a party from complying with an obligation under this
Stadium Agreement, such party shall take all reasonable steps to minimise
any delay or damage that may be caused in connection with such force
majeure event (including alternative measures to achieve a result which
corresponds to the fullest possible extent to the fulfilment of any such
obligation), comply with all of its other obligations and timely notify the
other party of the likelihood or actual occurrence of such force majeure
event.

16.5 Cancellation, Abandonment, Postponement and Relocation

16.5.1 General Principle

The Stadium Authority agrees and acknowledges that, in certain circumstances, the
Member Association and/or FIFA may take a decision to cancel, abandon, postpone
and/or relocate one or more Matches and/or the entire Competition. With this respect,
the following scenarios shall have such meaning as described below:

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(i) “abandonment of the Competition” means to abandon the Competition after its
commencement so that a part of it will not take place within fifteen (15) months of
the initially scheduled commencement date for the Competition as determined by
FIFA;

(ii) “abandonment of a Match” means to abandon such Match after its


commencement so that a part of it will not take place prior to the end of the
Competition;

(iii) “cancellation of the Competition” means not to hold the Competition (as a whole)
within fifteen (15) months of the initially scheduled commencement date for the
Competition as determined by FIFA;

(iv) “cancellation of a Match” means not to hold such Match (as a whole) prior to the
end of the Competition;

(v) “postponement of the Competition” means to shift the time of the Competition (in
whole or in part) so that it takes place within fifteen (15) months of the initially
scheduled commencement date for the Competition as determined by FIFA;

(vi) “postponement of a Match” means to shift the time of such Match (in whole or in
part) so that it takes place prior to the end of the Competition, including any
interruption of a Match and regardless of the duration of such interruption;

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FOIcountry outside of the
(vii) “relocation of the Competition” means to geographically shift the Competition (in
whole or in part, including one or more Matches)
Host Country (for the avoidance of doubt, this may or may not be combined with a
postponement); and

(viii) “relocation of a Match” means to geographically shift such Match (in whole or in
part) to another Stadium within the Host Country or, in the event that the Member
Association has been selected by FIFA together with other member associations to
co-organise the Competition, regardless of whether the other stadium is
geographically located in the Host Country or another host country (for the
avoidance of doubt, this may or may not be combined with a postponement).

16.5.2 Grounds for Cancellation, Abandonment, Postponement and Relocation

(i) The Stadium Authority agrees and acknowledges that FIFA shall be entitled to
cancel, abandon, postpone and/or relocate one or more Matches and/or the entire
Competition on the grounds for termination by the Member Association as set out
in Clause 16.3.1 above.

(ii) The Stadium Authority agrees and acknowledges that, as a result of a cancellation,
abandonment, postponement and relocation of one or more Matches pursuant to
Clause 16.5.2 (i) above, FIFA is entitled to additionally cancel, abandon, postpone
and/or relocate:

a) one or more Matches in order to protect the integrity of the Competition,


based on the Laws of the Game or the Competition Regulations (e.g. to

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ensure the simultaneous holding of the last group stage Matches of the
Competition) or due to operational or organisational reasons; or

b) the Competition in order to protect its integrity, based on the Laws of the
Game or the Competition Regulations or due to operational or organisational
reasons.

16.5.3 Implementation of Cancellation, Abandonment, Postponement and Relocation

(i) The Stadium Authority agrees and acknowledges that the cancellation,
abandonment, postponement and relocation of one or more Matches and/or the
entire Competition may be implemented by the Member Association by means of:

a) a complete or partial termination of this Stadium Agreement pursuant to


Clause 16.3.1 above; and/or

b) mutually agreed changes to the provisions of this Stadium Agreement in


relation to the implementation pursuant to Clause 16.5.3 (ii) below.

(ii) In the implementation of the cancellation, abandonment, postponement and


relocation of one or more Matches and/or the entire Competition, the Member
Association and FIFA shall consult the Stadium Authority and use all reasonable
efforts to follow the principle of proportionality with a view to achieving the
intended objectives of hosting and staging Matches in the Stadium and reasonably
reducing any expected adverse impacts on the Stadium Authority, the Member
Association, FIFA and other involved third parties.

16.5.4 Consequences of Cancellation, Abandonment, Postponement and Relocation

(i) In the event of a cancellation, abandonment, postponement or relocation of the


Competition or a Match:

a) the Stadium Authority shall not be entitled to terminate this Stadium


Agreement and not receive any compensation and/or assert any claims or
rights to damages against the Member Association and/or FIFA, regardless of
the decision taken by the Member Association and/or FIFA; and

b) Clause 16.3.1 (v) above shall apply.

(ii) In the event of a postponement of the Competition, the term of this Stadium
Agreement shall be extended automatically until six (6) months after the end of the
Competition.

16.6 No Partnership

Neither this Stadium Agreement nor the course of the dealing between the parties shall
create a joint venture, partnership, agency or similar relationship between FIFA, the
Member Association and/or the Stadium Authority. The Stadium Authority shall not act,
or purport to act, as a partner or agent of FIFA and/or the Member Association. This
Stadium Agreement shall not be deemed to give the Stadium Authority general authority

BCPC - 657 OIPC File F22-90860 Page 78 of 119


or power to act on behalf of FIFA and/or the Member Association. The parties are in all
respects independent contractors and have separate financial interests under this
Stadium Agreement.

16.7 Notices

All notices to be given under this Stadium Agreement shall be given in writing to the
following addresses, unless notification of a change of address is given in writing. Any
notice shall be sent by E-Mail, courier, registered or certified mail and will be effective
upon receipt.

Member Association: The Canadian Soccer Association


237 Metcalfe
Ottawa, ON K2P 1R2

Attention: Chief Executive Officer


Copy: Head of Legal Affairs

Stadium Authority: B.C. Pavilion Corporation


Suite 200 – 999 Canada Place
Vancouver, BC V6C 3C1

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Attention: Ken Cretney, Chief Executive Officer
Email: kcretney@bcpavco.com

Copy: Curt Walker, Chief Financial Officer


Email: cwalker@bcpavco.com

16.8 Transfer and Assignment

(i) The Stadium Authority may not transfer and/or assign any of its rights or
obligations under this Stadium Agreement without the prior written consent of the
Member Association.

(ii) The Member Association shall be entitled to transfer and/or assign any of its rights
or obligations under this Stadium Agreement, and to delegate the performance of
its obligations hereunder, to any third party, including pursuant to Clauses 2.2 (ii)
and (iii) above.

16.9 No Waiver

Any waiver by either party of a right arising out of this Stadium Agreement or any breach
of this Stadium Agreement will not operate as, or be construed to be, a waiver of any
rights relating to any other breach of such provision or of any breach of any other
provision or a waiver of any right arising out of this Stadium Agreement. Any waiver must
be provided in writing. Failure by either party to insist upon strict adherence to any

BCPC - 657 OIPC File F22-90860 Page 79 of 119


provision of this Stadium Agreement on one or more occasions will not be considered to
be a waiver of, or deprive such party of the right to subsequently insist upon strict
adherence to, that provision or any other provision of this Stadium Agreement.

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16.10 Confidentiality and Public Statements

16.10.1 Confidentiality

The parties acknowledge that the contents, in particular the financial details, of, and any
information disclosed pursuant to, this Stadium Agreement are confidential and agree to
do all things necessary to preserve their confidentiality, except to the extent that:

(i) disclosure is required by relevant laws or court orders;

(ii) the contents are, or the information is, in the public domain (other than by reason
of a breach of this Clause 16.10);

(iii) disclosure is necessary with the Stadium Authority, FIFA or the Member Association
(as applicable) as part of such groups’ ordinary reporting or review procedure; or

(iv) disclosure is made to the Stadium Authority’s, FIFA’s or the Member Association’s
(as applicable) professional advisers or auditors who have a legitimate need to
know such contents or information and who agree to be bound by the provisions of
this Clause 16.10.

16.10.2 Public Statements

(i) The Stadium Authority shall at all times co-ordinate any public statements, as well

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as any of its public and private press briefings in relation to the Competition, with
the Member Association and FIFA. The Stadium Authority agrees and acknowledges
that consistency between the Stadium Authority, the Member Association and FIFA
is of essence, in relation to content, means and relevance of the respective
communication matters. The Stadium Authority therefore shall comply with any
communication guidelines in relation to the Competition, to Matches and/or the
Stadium Authority which may be established by the Member Association and FIFA
from time to time.

(ii) FIFA, the Member Association and the Stadium Authority shall agree on the timing,
form and content of any public announcement by the Stadium Authority in relation
to the Competition in general and the provision, use and operation of the Stadium
for the Competition.

16.11 Entire Agreement

This Stadium Agreement is intended to be the sole and complete statement of the
obligations of the parties as to its subject matter and supersedes all previous oral and
written representations, understandings, negotiations, arrangements, proposals and
agreements relating to such subject matter.

16.12 Severability

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Should an individual provision of this Stadium Agreement be invalid or unenforceable,
such provision shall be adjusted rather than voided, in order to achieve a result which
corresponds to the fullest possible extent to the intention of the parties. The validity of
the remainder of this Stadium Agreement will not be affected by the nullity or adjustment
of any provision in accordance with the preceding sentence, and this Stadium Agreement
will remain in full force and effect insofar as the primary purpose of this Stadium
Agreement is not frustrated.

16.13 Compliance with Laws

In connection with the provision, use and operation of the Stadium for the Competition,
the Stadium Authority shall at any time observe all applicable international, supra-
national, national, state and municipal laws, regulations and decrees and shall bear all
costs that might occur resulting from non-complying with such laws, regulations or
decrees. Upon request by FIFA or the Member Association, the Stadium Authority shall
provide legal opinions to be given by law firms of recognised international standing
regarding certain legal aspects in connection with this Stadium Agreement. The Stadium
Authority shall carry out all necessary preliminary examinations with the relevant
authorities and obtain the necessary confirmations.

16.14 Interpretation

(i) All terms with an initial capital letter used herein shall have the meaning ascribed to
them in the Glossary of Terms in Annexe 1.

(ii) Words importing the singular include the plural and vice versa.

(iii) References to “include”, “in particular”, “such as”, “e.g.” or similar are to be
construed as being inclusive without limitation to the listed examples.

(iv) References to “days” mean actual days, not business days.

(v) References to “Clauses” are, unless expressly stated otherwise, references to


clauses of this Stadium Agreement.

(vi) The headings of the Clauses and articles in this Stadium Agreement are for
convenience only and shall not affect in any way the meaning or interpretation of
the provision to which they refer.

(vii) All annexes attached to this Stadium Agreement form an integral part of this
Stadium Agreement.

16.15 Amendments

Any amendments to, or changes of, this Stadium Agreement shall be valid only if made in
writing and signed by the Member Association on the one side and the Stadium Authority
on the other side.

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16.16 Indemnification / Limitation of Liability

(i) Without limiting Clauses 8.3 (iii) and 15.3 (ii) above, the Stadium Authority shall
indemnify, hold harmless and defend the Member Association and FIFA, any
subsidiary of the Member Association and FIFA as well as their directors, officers,
representatives, employees, agents and/or auxiliary persons, from and against all
liabilities, obligations, damages, losses, penalties, claims, demands, recoveries,
deficiencies, fines, costs or expenses (including reasonable attorneys' fees and
expenses) of whatsoever nature and evidenced to have been paid or incurred by
FIFA and/or the Member Association resulting from, or arising out of, or
attributable to, any breach of this Stadium Agreement by, or any act or omission of,
the Stadium Authority including its officers, directors, members, representatives,
auxiliary persons, employees or agents and the termination of this Stadium
Agreement pursuant to Clause 16.3.1 (ii) above.

(ii) To the extent permitted by applicable laws, the Stadium Authority hereby waives
any and all claims of liability against the Member Association, FIFA, any FIFA
subsidiaries and their officers, directors, members, agents, representatives or
employees, for any loss or damage to the Stadium or any other personal or
property losses or damages (including injuries and death), whether or not such loss
or damage may have been caused by or resulted from the negligence of the
Member Association, FIFA, any FIFA subsidiaries, their officers, directors, members,
agents, representatives or employees.

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Any such claims of liability caused by, or resulted from, intentional behaviour by the
Member Association, FIFA, any FIFA subsidiaries, officers, directors, members,
agents, representatives or employees remain unaffected from the waiver pursuant
to this Clause 16.16 (ii).

(iii) The Stadium Authority agrees and acknowledges to bear any and all risks in relation
to any loss of use of, or direct or indirect damage to, the Stadium during the
Exclusive Use Period, including any risks covered by the property and equipment
insurance policy as set in Clause 15.3 above.

(iv) The Member Association, FIFA, any FIFA subsidiaries, their officers, directors,
members, agents, representatives or employees as well as licensees or sub-
contractors shall not be liable to the Stadium Authority for any direct or indirect
damages in connection with, resulting from, the cancellation, abandonment,
postponement or relocation of the Competition or a Match scheduled to take place
in the Stadium.

16.17 Anti-Corruption

The parties acknowledge that giving and taking bribes can lead to criminal proceedings,
amongst others in accordance with art. 4a of the Swiss Federal Law on Unfair Competition
(art. 102 of the Swiss Criminal Code) and art. 322octies and art. 322novies of the Swiss
Criminal Code and any other applicable anti-bribery or anti-corruption legislation.

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16.18 Language

(i) All documentation, material and/or correspondence provided by the Stadium


Authority, or any third party appointed by the Stadium Authority, to the Member
Association or FIFA, respectively by the Member Association or FIFA to the Stadium
Authority or such third party under, or in connection with, this Stadium Agreement
shall be in English.

(ii) In the event that the Stadium Authority or any such third party are legally required
under the applicable laws in the Host Country to execute any such documentation,
material or correspondence in a language other than English, the Stadium Authority
shall submit to the Member Association:

a) the fully executed and initialled original version of such documentation,


material and/or correspondence in the official language of the Host Country;
and

b) an English translation of such documentation, material or correspondence. In


the event of an agreement to be signed or acknowledged by the Member
Association, the English version of the agreement shall be fully executed and
initialled by the Stadium Authority or the relevant third party. If permitted
under the applicable laws of the Host Country, in case of any discrepancies
between the version in the official language of the Host Country and the
English version, the English version shall always prevail.

(iii) Unless otherwise agreed in writing by the Member Association:

a) any translation of an agreement or any other legally binding document shall


be conducted by a sworn and certified translator specialised in translations of
legal documents; and

b) such legal requirement under the applicable laws in the Host Country to
execute any such documentation, material or correspondence in a language
other than English shall be proven in form of a legal statement by a local
attorney of the highest professional reputation.

16.19 Governing Law

This Stadium Agreement is to be governed by, and interpreted in accordance with, the
laws of Switzerland, to the exclusion of any choice of law principles and to the Vienna
Convention on Contracts for the International Sale of Goods.

16.20 Arbitration

All disputes in connection with this Stadium Agreement, including disputes as to its
conclusion, binding effect, amendment and termination, are to be promptly settled
between the parties by negotiation. If no solution can be reached, any such dispute shall,
to the exclusion of any court or other forum, be exclusively resolved by an arbitral tribunal

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BCPC - 657 OIPC File F22-90860 Page 85 of 119


BCPC - 657 OIPC File F22-90860 Page 86 of 119
“Airport” means any airport which is located within, or in the vicinity of, or is otherwise
affiliated to, the Host City and/or which is identified by FIFA and the Member
Association for use in connection with the Competition and/or a Competition-related
Event.

“Airport Agreement” means the agreement to be entered into between the Member
Association and the Airport Authority.

“Airport Authority” means the executive authority legally competent to represent, and
to act for and on behalf of, the Airport, which has signed the Airport Agreement and is
responsible to ensure the Airport Authority’s compliance with its obligations under the
Airport Agreement.

“Ambush Marketing” means any attempt by an entity to gain an unauthorised


commercial association with FIFA and/or the Competition to the detriment of the
Commercial Affiliates, whether by way of an unauthorised use of the Competition Marks
or otherwise.

“Bidding Process” means the bidding and selection procedure to determine the member
associations to co-organise together with FIFA the Competition.
“Brand Protection Programme” means the world-wide programme developed and
implemented by FIFA for the protection and enforcement of any Media Rights,
Marketing Rights, Intellectual Property Rights and any other commercial or other rights
and opportunities owned and/or controlled by FIFA in relation to the Competition,
including Competition-related Events, such as the enforcement against Ambush

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Marketing and the unauthorised sale, transfer or other use of Tickets.

“Branded Licensee” means any entity, not being a FIFA Partner, FIFA World Cup Sponsor
or Regional Supporter, to which FIFA or any nominee of FIFA grants the right to place
any of the Competition Marks on products (and/or related advertising materials) which
also bear the corporate identification or trademark of such entity in a manner which
associates the corporate identification or trademark of such entity with the Competition
Marks.

“Broadcast Compound” means the restricted-access area located within the Inner
Stadium Perimeter or Outer Stadium Perimeter as determined by FIFA in which the Host
Broadcaster and Media Rights Licensees may place technical equipment and
transmission support vehicles for the purpose of the production of any content and
material related to, and the exploitation and implementation of, the Media Rights.

“Commercial Affiliate” means any entity to which FIFA or any nominee of FIFA grants
any sponsorship rights in relation to the Competition, including FIFA Partners, FIFA
World Cup Sponsors, Regional Supporters and Branded Licensees, but excluding
Licensees.

“Commercial Display” means an area made available to the Commercial Affiliates as


well as to the Host City Authority and/or other parties by FIFA to enable them to
promote themselves and/or to demonstrate and display their products and/or services
at the Stadium.

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“Commercial Hospitality Programme” means the Hospitality Programme operated by
FIFA or the Hospitality Rights Holder (as determined by FIFA) for the Competition, under
which FIFA sells, or grants to the Hospitality Rights Holder the right to sell, to the
corporate market and other third parties, including Commercial Affiliates and Media
Rights Licensees hospitality packages containing a Ticket and certain hospitality services
and benefits, such as catering in Hospitality Boxes or Hospitality Villages.

“Competition” means the 2026 FIFA World Cup, including any Matches and
Competition-related Events, which is scheduled to be staged in the Host Country in the
year 2026.

“Competition Design” means the official look and feel as developed by FIFA for the
Competition.

“Competition Marks” means the (i) Official Emblem; (ii) Official Mascot; (iii) Official
Slogan; (iv) Official Posters; (v) two dimensional representations of the Official Trophy
(expressly excluding three dimensional copies thereof); (vi) any official name of the
Competition (in any language) and any abbreviations thereof; (vii) the Competition
Design; and (viii) any other mark (including any word marks), design, slogan, emblem,
title or other identification or symbol developed by FIFA and selected by FIFA for the
official use in connection with the Competition or a Competition-related Event.

“Competition Period” means the period commencing ten (10) days prior to the Opening
Match and concluding five (5) days after the last Match.

“Competition Regulations” means the FIFA regulations established by the FIFA Council
for the Competition, which contain the general rules for, and the format of, the
Competition, in their applicable form as issued by FIFA from time to time.

“Competition-related Events” means any events or activities other than Matches which
are directly or indirectly related to the Competition (as applicable) officially organised,
supported, sanctioned by, or staged under the auspices of, FIFA or, at FIFA’s sole
discretion, the Member Association and which are designed to promote, celebrate,
enhance or facilitate the hosting and staging of the Competition, including the following
events and activities directly or indirectly related to the Competition:

(i) FIFA Congress staged in the Host Country the week prior to the Opening
Match;
(ii) FIFA banquets;
(iii) Draws;
(iv) FIFA Fan Fests;
(v) Team seminars;
(vi) Team workshops;
(vii) Referees’ workshops;
(viii) ceremonies (including the opening ceremony, closing ceremony and award
ceremonies);
(ix) other ceremonies, events, activities, workshops and seminars;
(x) cultural events (such as concerts, exhibitions, displays, shows or other
expressions of culture);
(xi) events related to FIFA Sustainability Activities;
(xii) press conferences and other media events;

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(xiii) training sessions;
(xiv) launch of the Official Mascot, Official Emblem, Official Slogan, Official Posters
and any other launch events; and
(xv) any other activities that FIFA considers relevant for the hosting and staging of
the Competition.

“Controlled Area” means an area as determined by FIFA for each Stadium, which is
located directly adjacent to the Outer Stadium Perimeter (and may include, for example,
temporary parking areas used on Match Days, open outdoor spaces, entertainment
areas or arenas) and in which certain commercial and other activities are prohibited on
Match Days and the days prior to Match Days to ensure the smooth implementation of
the organisation of the Matches and protect the rights of the Commercial Affiliates.

“Draw” means the Final Draw and the Preliminary Draw.

“Due Date” means the exact date by when a deliverable under this Stadium Agreement
is due. In case that a Due Date is a Saturday or a Sunday or a public holiday, the first
banking day after such day is meant to be the Due Date.

“Exclusive Use Period” means the period commencing at least thirty (30) days prior to
the day of the Opening Match until seven (7) days after the day of completion of the last
Match staged in the Stadium.

“Field of Play” means the playing surface upon which Matches are played within the
Stadium, including the field-turf areas immediately behind the goal lines and touchlines.

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“FIFA” means the Federation Internationale de Football Association, including any of its
direct and indirect subsidiaries, such as the 2026 FWC Entity and 2026 FWC Subsidiaries
(if applicable).

“FIFA Congress” means the congress of FIFA in accordance with the FIFA Statutes.

“FIFA Council” means the council of FIFA, which is the highest internal executive body
within FIFA.

“FIFA Delegation” means the delegation appointed by FIFA for the Competition and/or a
Competition-related Event, comprising (i) members of FIFA committees, (ii) staff,
consultants and temporary support personnel of FIFA, the 2026 FWC Entity and any
other direct or indirect subsidiaries of FIFA, (iii) FIFA’s guests, (including VIP and VVIP
guests) and (iv) any other individuals nominated by FIFA as being a member of such
delegation.

“FIFA Fan Fest” means a secured and officially branded fan entertainment area
established in the Host City or at other locations as determined by FIFA, which offers
visitors, in particular, the possibility to view Matches on one or more giant screens.

“FIFA Marks” means FIFA´s corporate mark and approved derivations thereof used to
indicate and identify FIFA as well as any additional or successor marks and devices
adopted as its brand identification by FIFA, but excluding (i) any FIFA technical or quality
certification and (ii) medical programme indicators.

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“FIFA Partner” means any entity to which FIFA grants the most comprehensive package
of global advertising, promotional and marketing rights in relation to FIFA, the
Competition and other competitions organised by FIFA, which entitle such entities to the
highest available level of commercial association with FIFA, the Competition and other
competitions organised by FIFA.

“FIFA Statutes” means FIFA’s governing statutes as adopted by the FIFA Congress and
amended from time to time.

“FIFA Ticketing Policy” means the FIFA ticketing policy developed by FIFA for the
Competition, which contains (i) FIFA’s strategy, requirements, guidelines, regulations
and policies in relation to Ticketing and (ii) the detailed requirements for the
implementation of the FIFA ticketing project as customised for the Host Country.

“FIFA World Cup Sponsor” means any entity to which FIFA grants the second most
comprehensive package of global advertising, promotional and marketing rights in
relation to the Competition and certain other related FIFA activities scheduled to take
place during the rights period of their contract.

“Final Draw” means the draw by which Teams participating in the final competition of
the 2026 FIFA World Cup are drawn into competition groups and positions that will be
featured in the Match Schedule.

“Final Match” means the final match of the Competition.

“Government” means the national government of the Host Country.

“Hospitality Boxes” means individual rooms, enclosures and/or areas within the
Stadium which are designated by FIFA as being boxes used for the Hospitality
Programme, and which contain or are attached to a limited number of seats with a view
onto the Field of Play.

“Hospitality Programme” means the official FIFA-endorsed hospitality programme in


relation to the Competition operated by FIFA and/or the Hospitality Rights Holder,
including the VIP Hospitality Programme, the Affiliates Hospitality Programme and the
Commercial Hospitality Programme.

“Hospitality Rights Holder” means any entity to which FIFA grants certain rights in
relation to the exploitation and operation of the Hospitality Programme, or which is
directly or indirectly appointed by FIFA to provide services in relation to the exploitation
and operation of the Hospitality Programme in its own name or in the name of FIFA.

“Hospitality Villages” means the temporary hospitality facilities for the Hospitality
Programme set up at locations within the Outer Stadium Perimeter or other locations
adjacent to the Stadium as selected by FIFA.

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“Host Broadcaster” means the entity directly or indirectly appointed by FIFA to provide
services in connection with the production of any content and material being subject to
the Media Rights, including:

(i) any audio-visual material, including the basic audio-visual feed (or any
supplemental feed)
(ii) any still or moving visual-only images;
(iii) any audio-only material, including dubbing and commentary; and
(iv) any text and data

in relation to all Matches, certain Competition-related Events and any other aspects of
the Competition which FIFA deems relevant, including the official film, magazines and
other documentaries of the Competition as well as Competition-related documentaries
in connection with the Teams or individuals being involved in the Competition.

“Host City” means the city in which, or in the vicinity of which, the Stadium is located
and which is selected by FIFA as host city of the Competition.

“Host City Agreement” means the agreement to be entered into between FIFA, the
Member Association and the Host City Authority.

“Host City Authority” means the executive authority which is (i) legally competent to
represent, and to act for and on behalf of, the Host City, (ii) has signed the Host City
Agreement and (iii) is responsible to ensure full compliance with its obligations under
the Host City Agreement.

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“Host Country” means the country of the Member Association.

“Hosting Agreement” means the agreement entered into between FIFA and the
Member Association (and other member associations if the Member Association has
been selected by FIFA together with such other member associations to co-organise the
Competition) in connection with hosting and staging the Competition in the Host
Country or Host Countries.

“Human Rights” means, at a minimum, those internationally recognised human rights,


including labour rights, expressed in the International Bill of Human Rights and the
principles concerning fundamental rights set out in the International Labour
Organisation’s (ILO) Declaration on Fundamental Principles and Rights at Work. The
latter includes ILO’s core labour conventions, C29 on Forced Labour and Protocol to C29,
C87 on Freedom of Association and Protection of the Right to organise convention, C98
on the Right to organise and to Collective Bargaining, C100 on Equal Remuneration,
C105 on Abolition of Forced Labour, C111 on Discrimination (Employment and
Occupation), C138 on Minimum Age, and C182 on the Worst Forms of Child Labour.
Depending on the nature of activities and potential impacts, the scope and
consideration of internationally recognised human rights shall be enlarged to include,
for instance, the United Nations instruments on the rights of indigenous peoples;
women; national or ethnic, religious and linguistic minorities; children; persons with
disabilities; and migrant workers and their families, as well as the ILO’s Convention C135
on Workers’ Representatives and C155 and C167 on Occupational Safety and Health.

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“Inner Stadium Perimeter” means the perimeter around the main Stadium building
within the Stadium fence at which the final formal Ticket check is conducted for
spectators attending a Match.

“Intellectual Property Rights” means all intellectual property and other proprietary
rights of whatsoever nature, howsoever arising and in whatever media, whether or not
registered or capable of registration, including trademarks, service marks, trade names,
trade dress, registered designs, copyrights, moral rights, domain names and any
applications for the protection or registration of such rights and all renewals and
extensions thereof and goodwill throughout the world.

“ISO 20121” means the international standard “ISO 20121” or any subsequent standard
replacing ISO 20121, for event sustainability management systems, created by the
International Organisation for Standardisation, in its applicable form.

“Laws of the Game” means the laws governing the game of Association Football drawn
up by the International Football Association Board, in their applicable form as issued by
FIFA from time to time.

“Licensee” means any entity, not otherwise a Commercial Affiliate, to which FIFA (or an
appointee of FIFA) grants the right to use any Competition Marks on items of
merchandise (and in its marketing and advertising activities in relation to the sale of
such items of merchandise), but which is not permitted to affix its own corporate or
other brand or trademark to such items of merchandise.

“Marketing Rights” means, in any and all media, in all languages and throughout the
universe, any and all advertising rights, promotional rights, rights of endorsement,
rights of association, premium and giveaway rights, marketing rights, merchandising and
licensing rights, catering and concession rights, sponsorship rights, hospitality rights,
travel and tourism rights, Ticketing rights, accommodation rights, publishing rights,
betting/gaming rights, retail rights, music rights any other rights and/or associated
commercial opportunities relating to the Competition and the Competition-related
Events, to the extent that such rights are not Media Rights.

“Match” means any football match in its entirety (including replays, extra-time and
penalty shoot-out phases), which takes place as part of the Competition.

“Match Day” means the day on which a Match is scheduled to take place in the Stadium.

“Media Representatives” means all professional representatives of the Host


Broadcaster, the Media Rights Licensees and other media entities to whom FIFA and/or
the Member Association grant the right to receive an official media Accreditation Pass to
access the Stadium (or parts of it) for Matches and/or a Competition-related Event.

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“Media Rights” means the rights, in any language and throughout the universe, to
report upon, record, transmit or otherwise exploit any still or moving visual-only images,
any audio-only material, any audio-visual material, any text and any data by any means
whatsoever (whether now known or hereafter devised, developed or invented), any
aspect or element of the Competition and Competition-related Events on a live, as-live
and/or delayed basis, in full length or in part, in any media and by any means of
transmission or delivery, whether now known (including successor technologies) or
hereafter invented, including any news access rights. For the avoidance of doubt, the
right to broadcast, stream and/or transmit the basic audio-visual feed (or any
supplemental feed) and the right to transmit radio commentary of any Match constitute
Media Rights. Media Rights include the right to record, create and exploit any official
films or any official concerts of the Competition and/or similar audio-visual products and
programming.

“Media Rights Licensee” means any entity which acquires the right to broadcast and/or
transmit the basic audio-visual feed (or any supplemental feed) of any Match.

“Media Tribune” means the section of the Stands in the Stadium which is designated by
FIFA for the exclusive use by Media Representatives to report on a Match.

“Member Association” means the national football association officially affiliated to


FIFA which has been appointed by FIFA for the co-organisation together with FIFA of the
Competition in the Host Country and which has executed this Stadium Agreement.

“Mixed Zone” means the room or other suitable space in the Stadium where Media

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Representatives may conduct individual post-match interviews of players, coaches or
other members of the Team Delegation after a Match.

“Official Emblem” means the logo or device selected by FIFA for the Competition.

“Official Mascot” means the mascot selected by FIFA for the Competition.

“Official Poster” means any poster selected by FIFA for the Competition, including the
Host City Posters.

“Official Slogan” means any slogan selected by FIFA for the Competition, symbolising
the overall message and theme in relation to the Competition.

“Official Trophy” means the FIFA World Cup trophy as selected by FIFA, which is
awarded to the winner of the Competition.

“Opening Match” means the opening match of the Competition.

“Outdoor Media” means any kind of outdoor advertising billboards, posters, posts and
other media which can be used for promotional purposes.

“Outer Stadium Perimeter” means the perimeter directly adjacent to, and further
removed from the Stadium than, the Inner Stadium Perimeter and which only
Accreditation Pass holders and Ticket holders are entitled to access on Match Days.

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“Participating Member Association” means any member association whose Team has
qualified to participate in the Competition.

“Pitch Area” means the area which comprises the Field of Play and the adjacent area up
to the demarcation of the Stands.

“Preliminary Draw” means the draw by which Teams of all member associations
participating in the qualification for the Competition are drawn into competition groups
for each of the Confederations.

“Referee” means any Match referee, assistant referee, fourth official and/or any further
Match official appointed for the Competition which, if applicable, includes the fifth
official as well as the additional assistant referee.

“Regional Supporter” means any entity to which FIFA grants the third most
comprehensive package of advertising, promotional and marketing rights in relation to
the Competition, such rights to be exercisable on a regional basis.

“Stadium” means the stadium owned and operated by the Stadium Authority as
described in Annexe 2, being subject to this Stadium Agreement, and at which Matches
are played, including the entire premises (to the extent that a Ticket or an Accreditation
Pass is required in order to gain access) of the stadium facility inside the Outer Stadium
Perimeter fence and (on Match Days and on any day on which any official Team training
session takes place within the stadium) the aerial space above the stadium premises as
well as any permanent and temporary parking facilities, the VIP Tribune and areas used
for the Hospitality Programme (including the Hospitality Boxes and Hospitality Villages),
Media Tribunes, the SMC and other permanent and temporary media areas and zones,
concessions areas, Commercial Display areas, the Pitch Area, the Broadcast Compound,
the Stands, the areas beneath Stands, any areas used for the Ticketing Centre, the
Accreditation Centre and Volunteer Centre as well as and any other areas, buildings,
facilities or sections used in any manner in connection with a Match taking place in the
stadium as determined by FIFA.

“Stadium Authority” means the executive authority which (i) is legally competent to
represent, and to act for and on behalf of, the Stadium (i.e. the owner and/or operator
of the Stadium), (ii) has signed this Stadium Agreement and (iii) is responsible to ensure
full compliance with its obligations under this Stadium Agreement.

“Stadium Media Centre (SMC)” means any Stadium media centre set up by FIFA for use
by the Media Representatives in the Stadium in connection with the Competition.

“Stadium Overlay Infrastructure” means any equipment, facilities and infrastructure as


well as any upgrades and/or changes thereto that are added to, installed at, the Stadium
on a temporary basis by FIFA or any other third party determined by FIFA for the sole
purpose of being used in connection with the Competition or a Competition-related
Event, but not including any spaces required for the Stadium Overlay Infrastructure.

“Stadium Rental Fee” means the rental fee payable to the Stadium Authority for the use
of the Stadium for the Competition at such amount, and subject to such conditions, as
agreed under this Stadium Agreement.

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“Stand” means the seating area for spectators within the Stadium, including the VIP
Tribune, Media Tribune and Hospitality Boxes.

“Team” means any team representing a Participating Member Association at the


Competition.

“Team Delegation” means the delegation of a Team, consisting of players, coaches,


managers, medical staff, officials, media officers, representatives and guests of a Team
as well as other individuals appointed by FIFA or the Member Association for the
purposes of accompanying and liaising with the Team.

“Ticket” means a ticket granting its holder access to a Match or a specific Competition-
related Event in accordance with its applicable general terms and conditions, which are
made available as individual tickets or as series of tickets or combined with other offers
and/or services.

“Ticketing” shall mean all conceptual, operational and managerial measures to provide
Tickets to all spectators of all Matches and Competition-related Events (as applicable),
allowing the Ticket holder to enter a stadium, including the Stadium, obtain a seat and
watch the Match and/or Competition-related Event as well as other performances
related thereto. Ticketing shall include the management and operation necessary for the
allocation, production, sale, distribution, delivery and payment of Tickets of the
Competition.

“Ticketing Centre” means any location established by FIFA and/or a third party

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appointed by FIFA in relation to the Competition, at which Ticket holders or other
individuals or groups are serviced in relation to any matters relating to Ticketing, which
may be located in the direct vicinity of the Stadium or elsewhere in or near the Host
City, such as in the centre, at an Airport and/or at other key locations in the Host City.

“Training Site” means a training site located in, or in the vicinity of, the Host City which
is selected by FIFA for the Competition to conduct Competition-related training sessions
of a Team or the Referees.

“UN Guiding Principles” means the Guiding Principles on Business and Human Rights
that were endorsed in June 2011 by the United Nations’ Human Rights Council, which
constitute the authoritative global framework to address business impact on all human
rights, applicable to both states and businesses, and clarify their respective duties and
responsibilities for tackling human rights risks related to business activities.

“Venue” means the area comprising all Sites and their connections used for the
Competition and/or a Competition-related Event within the Host City and, if determined
by FIFA, all Sites connected to, but located, outside of the Host City (such as the Airport,
if applicable).

“VIP Hospitality Programme” means the Hospitality Programme operated by FIFA or the
Hospitality Rights Holder (as determined by FIFA) for the Competition under which
VIP/VVIP guests of FIFA and the Member Association as well as officials are provided
certain hospitality services and benefits together with a Ticket for the VIP Tribune on a
complimentary basis.

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“VIP Tribune” means the “tribune d’honneur”, being such location in the Stands
identified by FIFA upon proposal by the Member Association to which VIP/VVIP guests of
FIFA and the Member Association as well as officials will be invited to watch a Match
together with the provision of certain benefits and services under the VIP Hospitality
Programmes.

“Volunteer” means an individual performing for and on behalf of FIFA and/or the
Member Association, on a free of charge basis (except for the compensation of
expenditures), certain supportive functions in relation to the Competition and/or a
Competition-related Event, who is primarily (but not exclusively) resident of the Host
Country.

“Volunteer Centre” means any location established by FIFA, the Member Association
and/or a third party appointed by FIFA and/or the Member Association in relation to the
Competition, at which Volunteers are based and serviced and which shall be located in
the direct vicinity of the Stadium or elsewhere in the Host City.

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ANNEXE 2

Stadium Information

Name of Stadium: BC Place Stadium


777 Pacific Blvd
Vancouver, BC V6B 4Y8

Stadium Owner: B.C. Pavilion Corporation


Suite 200 – 999 Canada Place
Vancouver, BC V6C 3C1

Stadium Operator: B.C. Pavilion Corporation


Suite 200 – 999 Canada Place
Vancouver, BC V6C 3C1

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Stadium Seating Capacity:

Stadium Hospitality Box Capacity: 1511

Name of Municipality in which the


Stadium is located: Vancouver, BC, Canada

Stadium Naming Sponsor: N/A

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s. 13, s. 17, s. 21

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s. 13, s. 17, s. 21
Vancouver Questionnaire –
s. 13, s. 17, s. 21

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s. 13, s. 17, s. 21

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s. 13, s. 17, s. 21
Vancouver Questionnaire –

s. 13, s. 17, s. 21

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s. 13, s. 17, s. 21
Vancouver Questionnaire –

s. 13, s. 17, s. 21

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s. 13, s. 17, s. 21
Vancouver Questionnaire –
s. 13, s. 17, s. 21

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s. 13, s. 17, s. 21
Vancouver Questionnaire –
s. 13, s. 17, s. 21

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s. 13, s. 17, s. 21

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Vancouver Questionnaire –
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Vancouver Questionnaire –
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BCPC - 657 OIPC File F22-90860 Page 114 of 119


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BCPC - 657 OIPC File F22-90860 Page 118 of 119
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Ken Cretney
President & CEO
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