Irrespective of their specific type and legal nature, agreements entered into in professional sport are collectively referred to as “sports contracts”. Such agreements govern the mutual relationships and terms of cooperation between athletes, coaches and clubs, and rank among the most sensitive areas of sports law. It is a fundamental mistake to assume that relying on standard templates commonly used in commercial practice will suffice. A sports contract is akin to a bespoke suit: the stronger the negotiating position of a party—an athlete, for example—the greater the number of provisions subject to individual negotiation and the more likely the agreement is to contain non-standard clauses. AI may prove helpful, but unless the circumstances of the particular case are properly considered, it can easily produce a document that is ill-suited to our own situation or that of our client.

What type of agreement?

Before determining the terms and clauses of the contract, it is essential for all parties to decide whether their relationship is to be governed by an employment contract or a civil-law agreement. The consequences of that choice include social security liabilities, holiday entitlement, the applicable rules on liability, and the permissible methods and notice periods for terminating the contract. Compliance with the regulations of the relevant sports association or league is equally important.

It should be borne in mind that an employment contract is governed by Article 22 of the Polish Labour Code and must therefore satisfy, at a minimum, the requirements laid down in that provision. By contrast, parties entering into a civil-law agreement generally do so within the framework of the principle of freedom of contract enshrined in Article 353¹ of the Polish Civil Code. A sports contract that does not constitute an employment contract is, in essence, a contract for services and is therefore treated as such within the meaning of Article 750 of the Civil Code.

Remuneration

Remuneration structures in sports contracts can be complex. Basic remuneration usually constitutes only one element of the contract’s overall financial framework. It is therefore essential to define bonus criteria precisely and in measurable terms, whether they relate to sporting performance, the number of appearances, promotion, winning a trophy or the successful completion of a transfer.

Indexation clauses, payment dates and the consequences of late payment should also be addressed. Payment arrears owed by clubs to athletes are among the most common sources of disputes. Benefits in kind require separate consideration and may include accommodation, transport and medical care.

Image rights and their commercial exploitation

The contract should precisely define the extent to which an athlete’s image rights are assigned or licensed—that is, the extent to which the club or sponsor is entitled to use the athlete’s image. It should specify whether the right is exclusive, the period for which it is granted and the relevant forms and channels of exploitation.

It is also important to determine who has authority over an athlete’s individual sponsorship agreements where these operate alongside the athlete’s obligations towards the club. Increasingly, contracts also regulate athletes’ social media activity and the extent of the club’s influence over the content they publish.

However, anyone who has seen Stéphane Antiga advertising a mobile telecommunications provider, José Mourinho promoting a popular chocolate bar or Jürgen Klopp appearing in a car advertisement will know that the management of image rights may equally concern coaches across different sporting disciplines.

Term of the agreement

Nothing is forever—and in sports law, this is more than merely a slogan. In addition to the term of the contract itself, the parties should negotiate any extension or buy-out options, as well as the applicable notice periods.

Particular care should be taken when determining the amount of any contractual penalties payable for premature termination. The consequences of less typical events should also be clearly regulated, including the team’s relegation, demotion from a higher-tier competition or the dissolution of the club.

Health-related matters

The contract should address the costs of medical treatment and rehabilitation, particularly in the event of a long-term injury. It should also cover mandatory medical examinations, the scope of personal accident and civil liability insurance, and anti-doping regulations—especially those of WADA and POLADA—breaches of which may give rise to consequences independently of the contractual relationship itself.

Transfers

Transfer clauses—including rights of first refusal and a club’s entitlement to a share of the athlete’s future transfer value under a sell-on clause—must precisely define the conditions or events that trigger the relevant option, as well as the method for calculating the amounts payable.

The scope of any non-compete restriction should also be specified, for example in relation to whether the athlete may hold discussions with other clubs before the current contract expires.

Dispute resolution

From the perspective of arbitration practice, this is one of the most frequently underestimated aspects of a sports contract. In many cases, the parties have only limited freedom to choose the forum in which their disputes will be resolved. Their choice may be constrained by provisions of national or international law, the internal regulations of the relevant federations or sports associations, or established practice in the field.

The parties should therefore not be surprised if they are required to pursue their claims through sports arbitration, whether under an arbitration agreement conferring jurisdiction on the Court of Arbitration for Sport in Lausanne (CAS) or before the relevant domestic arbitral tribunal, such as one operating within a Polish sports association or the Polish Olympic Committee.

Arbitration agreements constitute a separate and complex field, even for practitioners well versed in the subject. Personally, I invariably advise against negotiating an arbitration agreement without specialist assistance—and this applies well beyond the sphere of sports law.

It is sufficient to note that the choice of governing law, both substantive and procedural, assumes particular importance in contracts involving a foreign element. It is also essential to verify whether the proposed arbitration clause complies with the statutes of the relevant federation. Some associations reserve exclusive jurisdiction to their own adjudicatory bodies, which may result in a jurisdictional conflict where the contract provides for a separate dispute-resolution mechanism.

Internal regulations of sports associations, federations and clubs

In certain areas, the internal rules of the relevant association, league or club—including its statutes, policies and disciplinary regulations—may take precedence over the provisions of a sports contract. Contractual terms that conflict with such rules may be held invalid or unenforceable.

Accordingly, reviewing the draft contract against the current regulations of the relevant sports governing bodies should be a standard element of the negotiation process.

Jabłoński Koźmiński & Partners drafts and negotiates transfer agreements, sponsorship agreements, professional sports contracts and sports management agreements. The firm also represents clubs, athletes and coaches in disputes before the ordinary courts, arbitral tribunals and the adjudicatory bodies of sports associations.