Japan Football Association Regulations on Intermediaries

Transcription

1 Japan Football Association Regulations on Intermediaries Definition of an intermediary A natural person who, for a fee or free of charge, negotiates for players or clubs with a view to concluding a player contract with a club, or negotiates for clubs for a transfer agreement, and is registered with JFA as an intermediary in accordance with Article 3. An intermediary shall not have the authority to represent a juristic act for the client, and any juristic act of an intermediary does not vest in the client. Article 1 (Scope) 1. These Regulations apply in relation to an intermediary s negotiations for concluding a contract and to other acts at the request of players or clubs affiliated with JFA, aimed at either of the following acts (hereinafter referred to as transactions ). This provision shall apply, notwithstanding the type of contract or the title of the contract that players or clubs affiliated with JFA conclude to make such requests to an intermediary. (1) To conclude a player contract between a player and a club which is affiliated with JFA; or (2) To conclude a transfer agreement between two clubs. 2. These Regulations are set forth in accordance with the FIFA Regulations on Working with Intermediaries (hereinafter referred to as FIFA Regulations ). 3. These Regulations shall not affect the validity of the player contract and transfer agreement. Article 2 (General principles) 1. Players and clubs may utilize intermediaries when conducting transactions. 2. Players and clubs must act with due diligence in the selection and utilization of intermediaries. This includes ensuring that intermediaries comply with these Regulations. 3. Any person attempting to be an intermediary must be registered as an intermediary pursuant to Article 3. In addition, when an intermediary is involved in a transaction, he must be registered pursuant to Article Acts of intermediaries shall be limited to ordinary contractual negotiations relating to transactions; provided, however, that if the contractual negotiation concerned involves disputes or if the 1 / 10

2 occurrence of dispute is reasonably foreseeable, intermediaries except for those admitted as attorneys is prohibited from being engaged in the transactions and must cease his act immediately. Article 3 (Intermediary Registration) 1. Before concluding an Intermediary Contract with players or clubs, any person attempting to be an intermediary must be registered as an intermediary to JFA in advance(hereinafter referred to as Intermediary Registration ), by submitting to JFA the Intermediary Declaration and the registration form set by JFA, both of which shall be duly filled out and signed by himself. 2. The Intermediary Registration shall be valid from the date of his registration to the last day of the relevant fiscal year (March 31). After the registration has expired, an intermediary must reapply for Intermediary Registration to register. 3. The fees for the Intermediary Registration shall be as follows: - First-time registration: 100,000 yen per fiscal year (plus tax) - Subsequent registration in the following fiscal year or after: 30,000 yen per fiscal year (plus tax) 4. Any person who falls under any of the following items cannot be registered as an intermediary with JFA: (1) Official, staff, committee member, referee, coach of FIFA, confederations, JFA, J.League, clubs, associations, regional football associations, prefectural football associations, or federations, or others holding similar duties or positions; (2) Any person sentenced to imprisonment or heavier punishments; (3) A person sentenced to punishment equivalent to the preceding item by a foreign court; (4) A person who has performed an act that infringed penal laws (excluding crime of negligence and violation of traffic laws); (5) A member of a crime group specified in Article 2, Paragraph 1, Item 2 of the Act on Prevention of Unjust Acts by Organized Crime Group, a member of other violent groups, an equivalent person, or a person who conducts transactions with such persons; (6) A member of a group that has committed or a group at risk of committing a terroristic subversive activity specified in Article 4 of the Subversive Activities Prevention Act, an equivalent person, or a person who conducts transactions with such persons; (7) A member of a group subject to the Act on Punishment of Organized Crimes and Control of Crime Proceeds, equivalent person, or a person who conducts transactions with such persons; (8) A person listed in the Specially Designated Nationals (SDN) List of the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury, the United Nations 2 / 10

3 Consolidated List, or sanctions lists of other government agencies and organizations; and (9) A person other than those in the preceding items whom JFA deemed is not proper for negotiating for players or clubs. 5. If the intermediary falls under any of the items in the preceding paragraph after he is registered as an intermediary, JFA shall de-register the intermediary immediately without requiring the issuance of any demands. 6. JFA shall notify completion or rejection of the application of his registry to those who applied for an Intermediary Registration prescribed in this article; provided, however, that even when JFA rejected his application, JFA shall not notify him of the reason for the rejection and the intermediary has no right to make any objections concerning the rejection against JFA. Article 4 (Individual Registration) 1. Players and clubs must, pursuant to the following paragraphs, register intermediaries with JFA every time an intermediary is engaged in an individual transaction (hereinafter referred to as Individual Registration ). 2. Individual Registrations are enforceable and permissible only when the Intermediary Registration of the intermediary is completed. 3. Players or clubs who use intermediaries for transactions falling under Article 1, Paragraph 1, Item 1 of these Regulations must swiftly submit to JFA, after concluding the transaction (player contract), the Intermediary Declaration, the Intermediary Contract concluded with the intermediary, the concluded player contract, and other documentation designated by JFA. The same obligation to submit these documents also applies when players or clubs use intermediaries for the renegotiation of a player contract with his current club. 4. Clubs using intermediaries for transactions falling under Article 1, Paragraph 1, Item 2 of these Regulations must swiftly submit to JFA, after concluding the transaction (transfer agreement), the Intermediary Declaration, the Intermediary Contract concluded with the intermediary, the concluded transfer agreement, and other documentation designated by JFA. 5. Individual Registrations by players and clubs prescribed in this article must be performed every time a transaction takes place. 6. The procedures regarding Individual Registration prescribed in this article shall be pursuant to the Guidelines on Intermediary Registration prescribed by JFA separately from these Regulations. 3 / 10

4 Article 5 (Requisites for Individual Registration) 1. JFA, when it receives relevant documentation from players and clubs in accordance with Article 3, shall permit Individual Registrations only when it is confirmed that the relevant intermediary does not fall under any of the items in Article 3, Paragraph For the objective in the preceding paragraph, players and clubs shall have a duty to prove to JFA that the intermediary does not fall under any of the items in Article 3, Paragraph Players and clubs must require the relevant his intermediary to sign the Intermediary Declaration prescribed by JFA and submit said declaration to JFA. If the Intermediary Declaration contained a false statement, players and clubs shall be jointly liable with said intermediary, and must be subject to disciplinary sanction pursuant to Article Players and clubs must deposit with JFA the Intermediary Contract concluded with an intermediary when the Individual Registration takes place. Article 6 (Special notes) 1. Intermediaries assume a duty to prove to the counter party of the transaction that the intermediary himself is duly authorized to negotiate on behalf of the client as well as a duty to specify that the negotiation is conducted for the client (not for the intermediary himself) prior to negotiating a contract for a client (player or club). 2. A player and club assume a duty to specify to the counter party of the transaction that the intermediary is negotiating for them (not for the intermediary himself) before the intermediary undertakes the negotiation concerned. 3. In case that the player contract or the transfer agreement does not contain the information of the name of the intermediary or his signature, that intermediary shall be deemed not to have been involved in the relevant transaction. 4. Intermediaries are recommended to enroll in a proper insurance to indemnify the damage caused to the client (player or club) or the counter party of the transaction due to the negligence of the intermediary. Article 7 (Intermediary Contract) 4 / 10

5 1. The legal relationship between a player (or club) and an intermediary must be explicitly specified in the Intermediary Contract (including any kinds of contracts, whatever the type or the name of the contract may be, in which a player or club requests an intermediary to negotiate for a transaction; hereinafter the same shall apply) prior to the intermediary s commencing his acts. The Intermediary Contract must contain the following minimum details: the names of the parties, the scope of services, the duration of the contract, the remuneration due to the intermediary (refers to all monetary payments made to intermediaries, regardless of its title), the terms of payment, the date of conclusion, the termination provisions, and the signatures of the parties. If the player is under the age of 20, the player s legal representative must sign the Intermediary Contract. 2. The maximum duration of an Intermediary Contract shall be two years. Any Intermediary Contract including clauses which can automatically renew the contract or extend the duration of the contract shall be prohibited. 3. A player and club can negotiate with its counter club/player to the transaction and can conclude a player contract or reach a transfer agreement with them without the aid of intermediaries, even when the player or the club hold Intermediary Contract with intermediaries. Intermediaries are prohibited from concluding such an Intermediary Contract with his client player and club that will restrict the rights of the player/club. 4. Players, clubs, and intermediaries must swiftly report to JFA if the Intermediary Contract was terminated prior to the expiration of the contract period. 5. Players, clubs, and intermediaries, when concluding an Intermediary Contract, in principle, must use the Standard Intermediary Contract prescribed by JFA. Additional agreements may supplement the standard Intermediary Contract, however, the agreements must comply with the regulations of JFA and the laws of Japan. Article 8 (Disclosure and publication) 1. Players and clubs must disclose to JFA the details of any and all agreed remunerations of whatsoever nature that they have made or that are to be made to an intermediary. In addition to the Intermediary Contract, whose disclosure is mandatory under these Regulations, players and clubs must, upon request, disclose to JFA, all contracts, agreements and records on intermediaries prescribed in these Regulations, for the purpose of the investigations of JFA, J.League, associations, confederations, and FIFA. Players, clubs, and intermediaries must mutually agree in writing in order to ensure that there are no obstacles with respect to the disclosure of the above-mentioned information and documents. 5 / 10

6 2. Players and clubs must attach all the relevant documents prescribed in the preceding paragraph to the player contract or transfer agreement, for the purpose of registration of the player. If players and clubs utilized the services of an intermediary in a transaction, the concluded player agreement or transfer agreement shall bear the name and signature of such intermediary. 3. JFA shall make publicly available at the end of March of every year, on its official website, the names of intermediaries registered individually, the single transactions in which they were involved, and the total amount of all remuneration that players and clubs actually paid to intermediaries. In this connection, the figures to be published shall be the total amount of remuneration that all players who are registered with JFA paid to intermediaries and the total amount per club of remuneration that each club paid to intermediaries. 4. JFA may make available all information relating to transactions which violate these Regulations. Article 9 (Payments to intermediaries) 1. The remuneration due to an intermediary shall only take the form of monetary payments. 2. Players who utilize an intermediary shall pay the remuneration of the amount calculated on the basis of the basic income of the player set by his player contract whose conclusion the intermediary was involved in. 3. Clubs that utilize an intermediary shall pay the remuneration which was agreed upon with the intermediary prior to the establishment of the relevant transaction, by the lump sum payment method. The method of installment payments shall also be permitted when there is a separate agreement. 4. JFA, as a recommendation concerning the amount of the remuneration to an intermediary, sets the followings: (1) For each transaction (conclusion of player contract), the total amount of remuneration that players will pay to intermediaries who negotiated player contracts with clubs for said players should not exceed three percent (3%) of the basic gross income for the contract period of the relevant player contract. (2) For each transaction (conclusion of player contract), the total amount of remuneration that clubs will pay to intermediaries who negotiated player contracts with players for said clubs should not exceed three percent (3%) of the basic gross income for the contract period of the relevant player contract. 6 / 10

7 (3) For each transaction (transfer agreement), the total amount of remuneration that clubs will pay to intermediaries who negotiated transfer agreements for said clubs should not exceed three percent (3%) of the transfer compensation paid in connection with the relevant transfer. 5. Clubs must not pay to intermediaries any kinds of payment or compensations those arising from the transfer of a player, such as Transfer Compensation, Training Fees (of JFA rule), Training Compensation (of JFA rule), Training Compensation (of FIFA rule), and Solidarity Contribution (of FIFA rule) and must not request intermediaries to make such payments. In addition, clubs must not assign intermediaries any rights or interests in connection with future transfer value of a player, and must not transfer any kinds of receivables to intermediaries. 6. Any payment of remuneration to intermediaries shall be made by the client of the intermediary (club or player) directly to the intermediary. The payment of remuneration to intermediaries from anyone other than the client shall be prohibited, whatever the case may be. 7. Official, staff, committee member, referee, coach of FIFA, confederations, JFA, J.League, clubs, associations, regional football associations, prefectural football associations, or federations, or others holding similar duties or positions must not receive from an intermediary part or all of the remuneration paid to that intermediary by a player or club in connection with a transaction. Disciplinary sanctions shall be imposed on any individual who contravenes the above. 8. Players and clubs must not pay remuneration to an intermediary if the player who utilized that intermediary in a transaction is under the age of 18. Article 10 (Conflicts of interest) 1. Prior to utilizing an intermediary, players and clubs must use reasonable endeavors to ensure that no conflicts of interest exist either for the players, clubs, and intermediaries. 2. An intermediary, while he is serving for one party to a transaction, is prohibited from serving for its counter party to the same transaction even if he obtains prior consent of the players or clubs concerned. 3. An intermediary is prohibited from serving for the counter party to the transaction in which another individual belonging to the same organization as the intermediary is being involved as an intermediary for one party even if he obtains prior consent of the players or clubs concerned. 4. An intermediary and the organization which the intermediary is belonging to must not conclude a 7 / 10

8 contract that could lead to a potential conflict of interest, whether directly or indirectly, with clubs, J.League, JFA, associations, confederations, or FIFA. An intermediary and the organization which the intermediary is belonging to must not imply, directly or indirectly, to players and clubs that a contractual relationship of any kind exists with J.League, JFA, associations, confederations, or FIFA in the context of their activities. 5. An intermediary and the organization which the intermediary is belonging to must not have any interests in clubs (including but not limited to shareholder s rights; hereinafter the same shall apply), in full or in part, either directly or indirectly. 6. Players, clubs, officials or staff of clubs, and head coaches must not have, in full or in part, either directly or indirectly, any interests in the organizations that intermediaries are belonging to. 7. An intermediary and the organization which the intermediary is belonging to must not provide, either directly or indirectly, any interests, economic profit, services, or preferential treatment (hereinafter collectively referred to as benefits ) to non-client players or clubs, officials or staffs of clubs, or head coaches, in connection with a transaction (player contract or transfer agreement), and must not make such offers. Non-client players or clubs, officials or staffs of clubs, or head coaches must not accept such offers and must not receive such benefits. 8. Intermediaries must not have either any rights concerning the registration or transfer of players or any economic rights of players (including but not limited to rights concerning transfer compensations arising from players future transfer and rights concerning the players image rights), either directly or indirectly. 9. Indirectly in the preceding four paragraphs means (not that those who are prohibited commits it but) that the spouses, children, parents, or siblings of that intermediary or organizations which the intermediary is belonging to, committed the act, in part or in full, the prohibited act concerned. Article 11 (Prohibited matters) 1. Intermediaries must negotiate contracts in good faith, and during the contractual negotiations, must not give facts that are false, cause misunderstanding, or are misleading. 2. Players, clubs and intermediaries are prohibited from concluding player contracts or transfer agreements which are attached with a condition precedent that a player concerned shall conclude an Intermediary Contract with a specific intermediary. 3. Intermediaries are prohibited from making contact with players with a view to terminate a player 8 / 10

9 contract prior to its expiration or to oblige the player to breach his duty stipulated in the player contract. An intermediary who had been involved in the player s breach of his duty without just cause shall be presumed to have induced the player to commit the breach of his duty. 4. Intermediaries are prohibited from demanding unreasonable amount of compensation to the client (player or club) even if the Intermediary Contract was terminated prior to its expiration. 5. Intermediaries must not conclude Intermediary Contracts with players under the age of 16. Intermediaries are also prohibited from making contact with such players with the intention of concluding a contract in the future. 6. An intermediary must not carry out the following acts directly or by using third parties: (1) To make a violent demand; (2) To make an unreasonable request that surpasses legal responsibility; (3) To use threatening language or behavior or use violence in connection with a transaction; (4) To undermine the other party s trust or interfere with the other party s work by spreading rumors, using fraudulent means, or exercising power; and (5) To conduct other acts equivalent to the preceding items. Article 12 (Special provisions on representation contract, etc. with a head coach or others) 1. When a head coach, coach, official or staff of a club (hereinafter referred to as Head Coach or Others ) is to conclude or has already concluded a representation contract, management contract, or other kinds of contract with an intermediary or with the organization with which the intermediary is belonging to, the Head Coach or Others and an intermediary must swiftly report this contractual relationship to JFA. 2. When an intermediary, another intermediary belonging to the same organization as the said intermediary s, or the organization which the intermediary is belonging to has concluded any kinds of contract with a club s Head Coach or Others, that intermediary must not, during the contractual negotiations with the club conducted for a player, exercise undue influence on the basis of the existence of this contract, or induce a player to conclude an Intermediary Contract with that intermediary on the basis of the existence of this contract. Article 13 (Disciplinary measures) 1. JFA s Disciplinary Committee may, pursuant to the Statutes, Disciplinary Code, and these Regulations, impose disciplinary sanctions on players, clubs, intermediaries or Head Coaches and 9 / 10

10 Others who violates or does not comply with these Regulations, other JFA regulations or instructions of JFA, in connection with all matters concerning an intermediary. 2. JFA, if it imposed disciplinary sanctions on intermediaries, shall publish thereof. In addition, JFA shall notify thereof to FIFA, in order to extend the effect of the disciplinary sanctions to the entire world. 3. Intermediaries shall be subject to the jurisdiction of JFA based on his Intermediary Registration prescribed in these Regulations. 4. The JFA Secretariat may, at any time, request the Disciplinary Committee to investigate and deliberate disciplinary measures on intermediaries. 5. The Disciplinary Committee shall commence investigation and deliberating an intermediary s disciplinary measures at the request of JFA Secretariat prescribed in the preceding paragraph, or ex officio. 6. The JFA Secretariat may request players, clubs, intermediaries, Head Coaches, and Others falling under or suspected of falling under this article, Paragraph 1 to make corrections, such as by issuing warnings. If an intermediary s breach or non-compliance is clear and grave, the JFA Secretariat may order that intermediary to provisionally cease his activities until the Disciplinary Committee makes its decision. Article 14 (Enforcement) 1. These Regulations shall enter into force on April 1, With the entry into force of these Regulations, JFA Player Agent Regulations (entered into force on April 1, 2012) shall be abolished, and the licenses issued for JFA s certified player agents shall lose its validity with immediate effect. 10 / 10