ENDORSEMENT AGREEMENT
THIS ENDORSEMENT AGREEMENT is made and entered into effective this day of
___________________, 19__, by and between SPORT-XXXXX, INC., a Colorado
corporation (the "Company"), and _________________ (hereinafter referred to as
the "Professional").
WHEREAS, the Professional is an active, exempt and full-time touring
professional on the Professional Golfer's Association Tour (the "PGA Tour");
and/or (the "Senior PGA Tour") and
WHEREAS, the company is in the business of designing and marketing quality
men's and women's golf and active sportswear under the Xxxxx label and desires
to obtain the services of the Professional in endorsing, promoting and
publicizing the Company and Xxxxx apparel;
NOW, THEREFORE, in consideration of the agreements of the parties set forth
below, and in consideration of the Company's agreement to make the payments
below described to the Professional the parties hereto agree as follows:
1. SERVICES OF THE PROFESSIONAL. The Professional agrees to perform the
following services during the term of this Agreement:
a. The Professional agrees that, with respect to men's apparel,
he will exclusively endorse and use exclusively in play, practice,
exhibits, clinics and other events open to the media or public, Xxxxx
brand apparel which shall consist of shirts, vests, jackets, sweaters,
pants and shorts (if permitted by applicable rules).
b. The Professional grants to the Company the exclusive worldwide
right and license to use his name, autograph, likeness, photographs,
electronic media depiction, signature and any other words, symbols or
depiction's which would identify the Professional to the public in
connection with the advertising, promotion, publicizing, sale and
distribution of Xxxxx apparel by the Company.
c. Upon reasonable written request of the Company which shall be
tendered at least 30 days prior the date requested, the Professional
shall make himself available for the purpose of posing for print ads,
making commercials and other promotional materials, or attending
promotional events organized by the Company once per calendar year. In
the event of such requests by the Company, the company shall be
responsible for the payment of all reasonable travel, lodging and
meal expenses incurred in connection with the Professional rendering
services described in this subsection. Should the services of the
Professional be required for longer than one day, the Professional
shall be entitled to his daily appearance fee, plus reasonable
expenses, for each day in excess of one day.
d. The Professional shall have the opportunity to select from
the Company's semi-annual golf sportswear collections for the purposes
of obtaining a wardrobe of Xxxxx apparel suitable to the Professional
at the Company's expense. The Company shall have the right to place on
the left chest and right sleeve of any jackets, shirts, vests, or
sweaters and above the back pocket of any pants selected by the
Professional the Company's logo and name in use by the Company at that
time.
2. RIGHTS OF USAGE. As described in Section 1(b) above, the Professional
has granted the company an exclusive worldwide right and license
to use his name, autograph, likeness, photographs, electronic media
depiction, signature and any other words, symbols or depiction's
(hereinafter the "Professional's Image") which will identify the
Professional to the public in connection with the advertising,
promotion, publicizing, sale and distribution of Xxxxx apparel. The
Company shall have unlimited rights of utilization of the
Professional's Image in all advertising, promotion, publicity and
other forms of communication with any part during the term of this
Agreement, it being the intent of the Professional that the Company's
utilization of the Professional's Image shall be at the discretion of
the Company. The right of usage described herein shall be subject to
the requirement that the Company shall not place the Professional's
Image in an unfavorable light. The Professional or the Professional's
designated agent shall have the right to review any advertising,
promotion or publicity materials utilized by the company which
contain the Professional's Image on reasonable written or oral
request to the Company during the term of this Agreement.
3. COMPENSATION OF THE PROFESSIONAL. In consideration of the rights
granted to the Company and the services to be provided by the
Professional, the Professional shall receive the following
compensation:
4. PAYMENTS. All payments to be made to the Professional pursuant to the
terms of this Agreement shall be made to the Professional and
delivered to ________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
or at such other address as shall be designated in writing by
Professional.
5. RETENTION OF ENDORSEMENT RIGHTS. Except with respect to endorsement
rights granted to the Company for the apparel described herein, the
Professional shall retain all rights in and to the professional's name
and endorsement and the Professional shall not be prevented from
using, permitting or licensing others to use the Professional name or
endorsement in connection with the advertising, promotion or sale of
any product other than golf apparel as described in Section 1 hereof.
The Professional represents and warrants that no agreement, contract
or understanding exists which would prevent or limit the performance
of any of his obligations under this Agreement.
6. TERM. The term of this Agreement shall extend from the date of
execution hereof through and until _______, unless extended by written
agreement of the parties. The parties shall use their best efforts to
reach agreement on the terms of any such extension. In the event the
Professional should for any reason become a non-exempt PGA Tour player,
the Company shall have the right to terminate this Agreement at its
discretion at any time during the initial term or any extension
thereof. Additionally, if either part shall fail to observe or
perform any of the agreements or obligations undertaken by such party
hereunder, and such failure or default shall continue for a period of
30 days following notice from the non-defaulting party to the
defaulting party during which such failure or default shall not have
been cured by the defaulting party, then the non-defaulting party
shall have the right to terminate this Agreement following the
expiration of such 30-day notice period. The non-defaulting part
hereunder. Following the expiration of 90 days from the termination or
expiration of this Agreement, the Company shall cease usage of all
publicity, promotion and advertising materials which contain the
Professional's Image, it being the understanding of the parties that
during such 90-day period the Company shall have the right to use
such remaining publicity, promotion or advertising materials as shall
then be available to the Company.
7. NOTICE. All notices and communications required or permitted to be
given hereunder shall be in writing, signed by the sender, and
delivered by registered or certified mail to:
If to the Company: Xxxxxx X. Xxxxxxxxx, Chairman and CEO
Sport-Xxxxx, Inc.
0000 Xxxx 00xx Xxxxxx
Xxxxxx, XX 00000
With a copy to: Xxxxxx X. Xxxxxx, Esq.
Berliner Xxxxxx Xxxxxx & Xxxxxxxx, P. C.
Suite 4700
0000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
If to the Professional:
With a copy to:
or such other address as shall have been furnished in writing by the
parties to each other.
8. ENTIRE AND SOLE AGREEMENT. This Agreement constitutes the entire
agreement between the parties and supersedes all statements, promises
and understandings, whether oral or written, with respect to subject
matter hereof.
9. SUCCESSORS AND ASSIGNS. This Agreement may not be assigned by the
Professional under any circumstances. The Company shall not be
entitled to assign this Agreement to any other party without the
Professional's express prior written consent, except any assignment
by the Company as a result of a stock exchange, merger, consolidation,
or sale of substantially all of the assets of the Company, in which
case not such consent shall be required.
10. SEVERABILITY. Should any one or more of the provisions of this
Agreement be determined to be illegal or unenforceable, all other
provisions of this Agreement shall be given effect separately from the
provision or provisions determined to be illegal or unenforceable.
11. GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with, and governed by the laws of the State of Colorado
without regard to conflicts of laws principles.
12. COUNTERPARTS. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be an original, but all of which
together shall constitute one and the same Agreement. Facsimile
signatures shall be accepted by the parties hereto as original
signatures for all purposes.
13. HEADINGS. The headings in this Agreement are for purposes of
convenience and easy reference only and shall not limit or otherwise
affect the meaning hereof.
14. DISPUTES. In the event of any dispute which arises between the parties
and which relates to the subject matter of this Agreement, the parties
acknowledge and agree that any such dispute shall be submitted for
binding arbitration in accordance with the arbitration procedures
established by the American arbitration Association in Denver,
Colorado. If such association is not then in existence, an
independent association of arbitrators may be utilized which is
designated by agreement of the parties. In the event the parties are
unable to agree on an independent association of arbitrators, either
party may apply to a court of competent jurisdiction for appointment
of arbitrators.
IN WITNESS WHEREOF, the Company and the Professional have executed this
Endorsement Agreement as of the day and year first above written.
PROFESSIONAL:
----------------------------------------
COMPANY:
SPORT-XXXXX, INC.
By:
-------------------------------------
