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Old 05-23-2013, 03:36 PM   #31
doconeill


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Originally Posted by rag10576 View Post
Does anyone have a part of the contract regarding the up keep of the Marvel Attractions? Last time we went to Uni hulk was down and they were having issues with spidy. I was wondering how strict the contract is.
Absolutely nowhere near that strict. They have to keep them reasonably well - basically they can't [Edit: typo] let them fall apart and look decrepit in such away that the brand would be harmed.
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Last edited by doconeill; 05-23-2013 at 07:07 PM. Reason: Typing not Zathras skill...
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Old 05-23-2013, 03:41 PM   #32
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Is Disney allowed to monitor the attractions? Like do an inspection on a quarterly basis?
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Old 05-23-2013, 04:19 PM   #33
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Quote:
Originally Posted by rag10576 View Post
Does anyone have a part of the contract regarding the up keep of the Marvel Attractions? Last time we went to Uni hulk was down and they were having issues with spidy. I was wondering how strict the contract is.
There is a general upkeep/maintenence requirement. It is designed to ensure that the attractions and the appearance of the area does not fall into disrepair or start to look like neglected. I believe there is also a built in lee-way period where if Marvel (in this case, Disney) find something that they believe is not in compliance with the contract as far as the repair and appearance of the Universal Marvel stuff, Universal has a set amount of time where they can address and correct the issue before Marvel can start any sort of action against Universal.

Your usual theme park attraction operation issues are not going to be impacted by this clause. It's a given (and Disney knows this from their park operations) that when you have parks open 365 days a year and are running millions of guests thru the attractions during the course of that year, There will be times when the attractions are going to have some gremlins. On top of that, Both parks tend to err on the side of caution when it comes to attractions as complex as those. There could be something as simple as a warning light or an effect or secondary system not operating as it should and the park will throw up a "Experiencing technical difficulties" warning and shut the ride to try and resolve the issue.

It's better to cause a little guest discomfort than it would be to have something go seriously wrong and possibly cause more than guest discomfort.


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Originally Posted by rag10576 View Post
Is Disney allowed to monitor the attractions? Like do an inspection on a quarterly basis?
I think there are clauses that cover things like this. I don't know if it goes into specifics such as quartly inspections on XXX date, but it does cover the ability to ensure that the brands and properties are not being harmed due to violation of the contract. It could be based in part on regular inspections. It could also be from potential complaints of non compliance or issues being brought to their attention.

In All honesty, I also wouldn't be surprised if after having the contract in effect and the park in operation for almost 15years if some of these compliance check clauses are running on virtual autopilot. After all this time it's pretty obvious that Universal knows what they are doing when it comes to properly maintaining and operating their licenses. As such, It's a waste of everyone's time and effort to be nit-picky exploring every single little detail on a extremely regular basis. The Relationship Marvel and Universal have built up over that time would be such that they both trust each other to continue upholding their responsibilities under the contract as it truly is a mutually beneficial arrangement. Disney's purchase of Marvel didn't change that fact. I honestly wouldn't be surprised if the inspections at this point were simply a matter of an annual walk-thru to ensure everything is still in order for paperwork and legal compliance, with any out-of-the-ordinary issues being addressed as one-offs during the year based off any Universal planned work or issues that may be brought to Marvel's attention.

(That would include Universal informing Marvel of the Spiderman upgrade last year, and the details of it; Possible major refurb work being planned and it's impact and goals; or even informing Marvel of potential facade or theming damage from weather/age/etc which needs to be addressed. Marvel's side might be reacting to a report/complain of non-compliance regarding character interactions or costuming, or a show element that is not working or looking as it should and officially marking it as a "needs addressed" so that Universal is forced to resolve the issue under the contract)
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Old 05-23-2013, 07:01 PM   #34
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Absolutely nowhere near that strict. They have to keep them reasonably well - basically they can let them fall apart and look decrepit in such away that the brand would be harmed.
So basically the way WDW treats many of its own attractions then?
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Old 05-23-2013, 07:06 PM   #35
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So basically the way WDW treats many of its own attractions then?
Well, aside from my typo...
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Old 05-23-2013, 07:42 PM   #36
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Well that was necessary.
Well...maybe it didnt have to be said...but it definitely has to be done.

This one is really silly...even on a "for fun" board
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Old 05-23-2013, 08:05 PM   #37
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The contract between Marvel and Universal predates Disney purchasing Marvel and since the contract in perpetuity, there is little or no chance Universal gives up Marvel. Good luck with your petition.
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Old 05-24-2013, 05:14 AM   #38
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Well, if that is the real portion of the contract, and I'm assuming you didn't just make all of that up, then it looks like nothing except non-revenue stuff like monorail wraps and maybe bus wraps for Marvel at WDW unfortunately. I figured non-theme park might allow them to do a resort, but it looks like that, and even DisneyQuest is out of the question.
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Old 05-24-2013, 07:09 AM   #39
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Well, if that is the real portion of the contract, and I'm assuming you didn't just make all of that up, then it looks like nothing except non-revenue stuff like monorail wraps and maybe bus wraps for Marvel at WDW unfortunately. I figured non-theme park might allow them to do a resort, but it looks like that, and even DisneyQuest is out of the question.
Why don't you search the SEC filings and double check the contract? I'd either thank the poster for saving me the trouble of looking it up or take the time to double check the information if I thought the poster made an error. Why even mention the possibility of fiction?

You seemed surprised that Universal's lawyers would make sure Marvel wouldn't be allowed to build anything which could be a direct or even indirect competitor.

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Old 05-24-2013, 08:49 AM   #40
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Someone on another thread asked if there were Marvel toys for sale in the parks.

I replied that there were but they are mass market toys (things you can find at Wal-mart or Toys r Us).

Which made me wonder, "Does the Universal contract prevent Disney from producing Park exclusive merchandise?"
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Old 05-24-2013, 08:56 AM   #41
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Originally Posted by Reddog1134 View Post
Someone on another thread asked if there were Marvel toys for sale in the parks.

I replied that there were but they are mass market toys (things you can find at Wal-mart or Toys r Us).

Which made me wonder, "Does the Universal contract prevent Disney from producing Park exclusive merchandise?"
Without knowing specifically, I'd say yes. Although I'm not sure what Park-exclusive merchandise there could be, considering they can't feature the characters themselves in the park.

Plus, given that they avoid potential issues by keeping the wrapped monorails off the Epcot loop because it goes inside the park, I'm surprised they sell ANY Marvel merchandise.
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Old 05-24-2013, 11:41 AM   #42
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Originally Posted by mvk View Post
Well, if that is the real portion of the contract, and I'm assuming you didn't just make all of that up, then it looks like nothing except non-revenue stuff like monorail wraps and maybe bus wraps for Marvel at WDW unfortunately. I figured non-theme park might allow them to do a resort, but it looks like that, and even DisneyQuest is out of the question.
http://www.sec.gov/Archives/edgar/da...32/dex1057.htm
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Old 05-24-2013, 12:13 PM   #43
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Quote:
Originally Posted by Reddog1134 View Post
Someone on another thread asked if there were Marvel toys for sale in the parks.

I replied that there were but they are mass market toys (things you can find at Wal-mart or Toys r Us).

Which made me wonder, "Does the Universal contract prevent Disney from producing Park exclusive merchandise?"
Eh.... I'm kinda doubting it would prevent Disney from creating park exclusive merchandise..... BUT... It also makes me wonder why or what Disney would create.

All existing Park Exclusive stuff is usually tied in some way to the existing synergy between the characters and the parks. Even generic "DisneyPark" stuff still has some sort of obvious connection between the park and the character (even if it's a saying or something that is common between the different resorts).

Considering all the Marvel characters which would currently be marketable enough to possible warrant creating park exclusive merch are also the ones tied up and located in the park across town, I'd doubt Disney would have any reason to want to create that merch since it would just cause confusion for people thinking they'd be able to see those characters within the parks.... and they wouldn't have any huge marvel presense on property to help in the hocking of the Marvel goods.


Now..... I do recall the Universal contract having in it the provisions for Universal to sell merch with the Marvel characters on it, complete with all the info regarding the royalities on said merch. (I think it's mostly utilized currently on 'simple' stuff like shirts which have the marvel characters on them as well as the mention of the parks or the attractions therein.).




Quote:
Originally Posted by doconeill View Post
Without knowing specifically, I'd say yes. Although I'm not sure what Park-exclusive merchandise there could be, considering they can't feature the characters themselves in the park.

Plus, given that they avoid potential issues by keeping the wrapped monorails off the Epcot loop because it goes inside the park, I'm surprised they sell ANY Marvel merchandise.
Eh... I'm not surprised they'd sell some Marvel merch. The Characters have a huge appeal, and after the splash of the $4bil purchase... and now the Disney name highlighted at the start of Avengers and IronMan, It's not that hard to see those uneducated in the details of the Universal deal thinking that at Disney World they'd be able to buy stuff from Disney's Marvel. Disney has never been one to pass up the opportunity to sell stuff, even if it's a cheap mass market action figure or stuffed spiderman.
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Old 05-24-2013, 12:51 PM   #44
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Originally Posted by skier_pete View Post
Quick point:

Universal having the rights to Marvel means Disney gets a portion of the revenue generated by Universal Florida/IOA. That means when Universal adds new attractions such as Harry Potter to boost their revenue, they also boost Disney's revenue directly. So Disney makes money without having to lift a finger.
The contract would seem to indicate it's a flat annual licensing fee (which increases on a set schedule based on CPI) and % of Marvel Merch (with a set guarantee) sold in the parks.

Not a take of the gate(s).

From the contract:
Quote:
A. Annual Fee

Upon the opening of THE SECOND GATE, and on an annual basis thereafter, MCA will pay a fee of $***.


B. Merchandise Opportunities/Specialty Stores

Throughout THE SECOND GATE, stores will carry a wide range of Marvel produced or licensed products and artwork, Marvel comic books, Fleer trading cards (or cards of such other licensee as may be designated by Marvel), and toys (primarily action figures) manufactured by Toy Biz, Inc. (or such other Marvel licensee as may be designated by Marvel). Additionally, within or adjacent to THE MARVEL UNIVERSE there would be significant retail space dedicated to Marvel publications, software, products, and cards produced or licensed by Marvel. It is anticipated that this exposure to a highly motivated public who have experienced THE MARVEL UNIVERSE, combined with the underlying popularity of the Marvel properties, will result in a level of sale of Marvel manufactured and licensed products, such as would make THE SECOND GATE an extremely lucrative outlet for its properties.

Within THE SECOND GATE, a minimum of 10,000 square feet of retail space will be devoted to items licensed or manufactured by Marvel or its related companies
including a minimum of 5,000 square feet of retail space in stores themed around MARVEL properties and devoted virtually exclusively (allowing for minor exceptions such as film, etc., but not competing characters) to the sale of MARVEL items.

MCA will give serious consideration to placing such Marvel-oriented stores at or adjacent to the exit of the major attractions within THE MARVEL UNIVERSE, consistent with its reasonable judgment as to traffic flow, planning considerations and customer acceptance.

The various Marvel properties and merchandise will also be used throughout the destination resort including within the hotels (if operated by MCA or an MCA Corporately Related Company; or if operated by a third party MCA will encourage such use), and Marvel theming and merchandise will be featured in any airport stores operated by MCA in Los Angeles or Orlando. Uses of Marvel theming in MCA operated stores other than within the resort property or within the aforesaid MCA operated airport stores will require specific Marvel approval.
The merchandise within such retail facilities will either be (i) purchased from Marvels licensees; (ii) purchased directly from Marvel or its designated distributors; or (iii) manufactured by or to MCAs specifications as a direct licensee of Marvel.


a. Sale of food or beverage, at non-premium prices, from Marvel themed facilities will not be subject to royalties, unless the items sold carry Marvel logos or proprietary elements. In the event such item(s) carry Marvel logos or proprietary elements, Marvel shall receive a license fee of *** percent on the wholesale price of such item (i.e. combined food and packaging).


b. Food or beverage items sold at a premium price, either from Marvel themed facilities or which carry Marvel logos or proprietary elements, shall bear a licensee fee to Marvel equal to the greater of (x) *** percent on the wholesale price or (y) *** percent of the retail price of such item (i.e. combined food and packaging).


C. Merchandise Royalty Guarantee

MCA will pay an annual guaranteed merchandise advance of $*** which will be applied against merchandise royalties from any of its retail outlets calculated at a
rate of ***% of wholesale cost. After the annual guaranteed advance is fully earned, the royalty on additional sales will decrease to ***% and will be paid quarterly. Such royalty will be applied to the wholesale cost of merchandise manufactured for and purchased by MCA as a direct licensee of Marvel, and to the cost of items purchased from Marvels licensees. (While Marvel will not require its licensees to sell items to MCA without a royalty built into the price, Marvel will not in any way prohibit or restrict MCA from being a direct licensee of Marvel or a Marvel Related Company for the purpose of producing products to be sold by MCA at Universal Theme Parks, surrounding complexes and certain airport stores as provided herein, including by means of exclusive licenses granted to parties other than Marvel Related Companies). In the event Marvel is unable to give MCA a direct license because of a conflicting license, MCA shall receive a credit for the license fees payable to Marvel by MCA hereunder, and Marvel agrees that the royalty rate paid by its Licensee in connection with each item as to which Marvel cannot grant a license to MCA will be set consistent with Marvels normal business practices.


1. Marvel will have reasonable audit and review rights to assure that proper payments are made and that the cost attributed to merchandise manufactured for MCAs order is being fairly stated and, inter alia, is not being adjusted so as to reduce the royalties due Marvel in favor of other merchandise not covered by this agreement.

2. The parties will develop reasonable audit rights and procedures which will be consistent with industry standards. MCA will reimburse Marvel for the reasonable cost of any audit resulting in Marvel being due additional sums exceeding ***% of the sums paid by MCA.


3. Marvel will have reasonable approval of all licensed merchandise, artwork, merchandise packaging, logos, and the like utilizing the Marvel properties, which approval will be granted or withheld in a timely and reasonable manner and will not be used in a way which would frustrate the intent of this Agreement.


4. Where items of merchandise feature both the Marvel properties and other characters or elements proprietary to third parties (such as posters, T-shirts, coffee mugs and the like portraying the wide range of characters present in THE SECOND GATE) a procedure to arrive at a reasonable allocation of the royalty will be worked out.
D. Product Purchase Guarantee

In addition to the Royalty Guarantee set forth in C above, if MCAs wholesale cost of the comic books, art work, trading cards, toys, videos, games, and related items purchased from Marvel (or a Marvel Related Company) or their distributor (as to such Marvel produced items) do not exceed at least $*** in a given year, MCA will promptly pay to Marvel any such short fall, or purchase items covering such short fall. Such items purchased by MCA from Marvel or a Marvel Related Company (whether directly or through a distributor) shall not be subject to a Marvel royalty, and any royalty built into the wholesale cost shall be deducted. In the event that the product line produced by Marvel and Marvel Related Companies is substantially reduced after the date hereof, limiting the product available to MCA for sale at Universal Theme Parks, the parties shall negotiate in good faith an adjustment to the above $*** guarantee.


E. Comic Book Advertising

MCA intends to advertise THE SECOND GATE (in a manner that features the Marvel properties) on the back page of various Marvel Comics. Marvel will work with MCA toward this end and provide information concerning
demographically appropriate magazines and their availability. Such advertising buys will be at the best rates available from Marvel to unrelated third parties for such publications for purchases of comparable volume. Subject to the availability of the specific publications MCA reasonably believes appropriate for its needs, MCA will expend at least the following amounts on advertisements appearing on Marvel comics:


1. During the initial two years of operations (plus the pre-opening period) - $***.


2. Per year thereafter - $***.


F. Marvel Compensation Alternative

MCA agrees that if, as to any Universal Theme Park containing a THE MARVEL UNIVERSE, MCA utilizes characters not owned by MCA or an MCA Related Company and the financial arrangement between MCA and the owner or licensor of such characters (the third party) involves the payment by MCA of sums based on revenues of the Theme Park or a significant portion thereof (defined below), MCA shall offer to Marvel, the opportunity at Marvels option to elect to be compensated for the use of the Marvel license granted herein as it relates to such specific THE MARVEL UNIVERSE, on the same basis as such
third party. If Marvel so elects then MCA shall receive credit for payments previously made to Marvel to the extent comparable or similar payments were not part of such third party deal. In the event such third party is required by MCA to invest in the Universal Theme Park where its characters are being utilized, Marvel shall have a comparable obligation if Marvel exercises the option to be compensated based on the Compensation Alternative set forth in this paragraph F.

The payment by MCA of sums based on revenues of the Theme Park or a significant portion thereof is intended to encompass royalty arrangements or similar arrangements which compensate the third party based on net revenues, gross revenues, attendance, or any other standard measuring the economic performance of a particular Universal Theme Park or a significant portion thereof.
FYI: "The second gate" means IOA.
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Old 05-24-2013, 01:40 PM   #45
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I Started the petition to Talk to Universal Orlando Resort to get rid of Marvel Super Hero Island. sign here:

And that would anger Universal fans in Florida.

Why not visit Universal? They do it very well. The characters are very easy to visit, are very dynamic and fun. They are personable and are in character and even as a person who is not a fan of characters (anywhere), I enjoy watching DH and DS interacting with them at Universal vs how the characters at Disney parks interact with them.

Give Universal a try! Maybe you'll find that it's OK for them to be up the road.


Quote:
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Disney might even like having a competitor promoting Disney movies.
It is sort of amusing. And then the opposite happens, where the Disney and Marvel fan gets to go to a new park to visit their faves.


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So basically the way WDW treats many of its own attractions then?





All I know is that the one time I've ever wanted to be a lawyer is when I found out about this incredibly complicated deal they have worked out. How I wish I could have those billable hours in my paycheck......
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