made this 16th day of December, 2004, between R. C. Boyd
Enterprises, LLC, a Texas limited
liability company, whose principal place of business is located at 807
Pearl Drive, Southlake,, Texas, referred to in this Agreement as ‘‘Company’’ or “Boyd”, and Cano Petroleum, Inc.,
a Delaware corporation qualified to transact business in Texas, whose principal
place of business is located at 309 West 7th, Suite 1600, Fort
Worth, Texas 76102, referred to in this agreement as “Sponsor” or “Cano”.
Company is the owner of the rights to the television production known as Honey
Hole (hereinafter “Honey Hole” or “Show”);
desires to acquire the exclusive right to be the lead sponsor of the Show at an
agreed price and under specified terms and conditions;
for and in consideration of the premises and the mutual promises, covenants,
and agreements set forth in this Agreement, the Company and Cano agree as
1. Required Production. The Company shall produce no less than forty
(40) original episodes of the Show per year;
2. Lead Sponsorship. The Company agrees that Cano shall be
identified as the lead sponsor, by having a thirty second lead-in promotion at
the beginning of each episode; a thirty second trailer promotion at the end of
each episode; and two thirty second commercials during each episode.
3. Signage at Public Appearances. The Company agrees that Cano shall be
entitled to place signage, up to 6 feet x 10 feet at each public appearance
made by Honey Hole, including four (4) “Kids Corner” children’s benefits during
the initial term of this Agreement.
4. Use of Logo. The Company agrees that the Cano logo and
slogan shall appear on the primary boat and vehicle used in each episode. Cano recognizes and agrees that it does not
and will not have exclusive rights and that other sponsor’s logos may appear on
the primary boat and vehicle. The
Company agrees that Cano’s logo shall be substantially the same size as other
5. Featured Guests. The Company agrees to feature not less than
two (2) persons designated by Cano as guests on not less than six (6) separate
episodes per year.
6. Provision of Lead in and Trailer. Cano agrees to provide the Company with voice
over lead-in(s) and trailers of a quality satisfactory to the Company and
content that meets the Company’s minimum standards as set out in Section 9
below no later than sixty (60) days following the Commencement Date.
7. Provision of Commercials. Cano agrees to provide at least two (2) professionally produced thirty (30)
second commercials of a quality satisfactory to the Company. Such commercial will be provided in the
format designated by the Company.
8. Sales and Other Taxes. The Company will add sales, excise and any
other tax or surcharge to its invoices which it is obligated to collect and
remit under the laws of the State of Texas, the United States or any other
9. Notice. Any notice provided for under the terms of
this Agreement by either party to the other shall be in writing and may be
effected by personal delivery in writing or registered or certified mail,
return receipt requested. Notice to Boyd shall be sufficient if made or
addressed to 807 Pearl Drive, Southlake, Texas 76092. Notice to Cano shall be
sufficient if made or addressed to Cano Petroleum, Inc., 309 West 7th Street,
Suite 1600, Fort Worth, Texas 76102.
Each party may change the address at which notice may be sent to that
party by giving notice of such change to the other party in accordance with the
provisions of this Paragraph.
10. Term and Renewal. The initial term of this Agreement shall be
one (1) year, commencing January 1, 2005 and ending on December 31, 2005. This Agreement may be renewed by Cano on the
first, second, and third anniversaries of the Agreement in the following
manner: Cano shall give written notice of its intention to renew this contract
for a period of an additional one (1) year to Boyd, such notice to be given not
more than ninety (90) days nor less than thirty (30) days before the expiration
of the initial term and each subsequent term of this Agreement. The consideration for the second year shall
be $250,000.00 (Two Hundred Fifty Thousand Dollars), the third year shall be
$350,000.00 (Three Hundred Thousand Dollars).
In the event that
either party shall be prevented from performing any of its obligations due
under the terms of this Agreement by an act of God, by acts of war, riot, or
civil commotion, by an act of State, by strikes, fire, flood, or by the
occurrence of any other event beyond the control of the parties hereto, that
party shall be excused from any further performance of the obligations and
undertakings set forth under the terms of this Agreement.
11. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas and venue for any
legal action brought in State Court shall lie exclusively in Tarrant County,
Texas and venue for any action brought in federal court shall lie exclusively
in the Northern District of Texas, Fort Worth Division.
12. Rights Cumulative. The rights and remedies granted in this
agreement to Cano in the event of default are cumulative, and the exercise of
such rights shall be without prejudice to the enforcement of any other right or
remedy authorized by law or this agreement.
13. Attorneys’ Fees. If any legal action is brought by either of
the parties hereto, it is expressly agreed that the prevailing party in such
legal action shall be entitled to recover from the other party reasonable
attorney’s fees in addition to any other relief that may be awarded. For the
purposes of this clause, the prevailing party is the party in whose favor final
judgment is entered. In the event that declaratory or injunctive relief alone
is granted, the court may determine which, if either, of the parties shall be
considered to be the prevailing party. The amount of reasonable attorney’s fees
shall be determined by the court, in the trial of such action or in a separate
action brought for that purpose. Attorney’s fees awarded under the provisions
of this paragraph shall be in addition to any other relief that may be awarded.
14. Multiple Counterparts. This Agreement is executed in duplicate
copies, each of which shall be considered a true and original copy of this
15. Payment of Money. In consideration of the services to be
rendered under this Agreement as set forth above,
the Company shall be entitled to compensation in the amount of $ $100,000.00
(One Hundred Thousand Dollars), to be paid in equal installments of $25,000.00
(Twenty Five Thousand Dollars) on January 1, 2005, April 1, 2005, July 1, 2005
and October 1, 2005. Payments due in
subsequent years covered by renewals of the Agreement, if any, shall also be
paid in equal quarterly installments. If
Cano fails to make any payment when required by this Agreement, the Company
shall have the option of canceling this Agreement following the passage of ten
(10) days after having given Cano written notice of its default. While the Company shall have no further
obligation to Cano following cancellation of the Agreement, Cano shall remain
liable for all unpaid installments for the then current term of the Agreement,
which installments shall be immediately due and payable.
16. Exculpatory Clause. The parties agree that Cano will not be
liable to the Company or any third party for any injury sustained by the
Company, its employees, independent contractors, invitees or any other third
party while preparing for, filming or working on post production of any
17. Place of Performance. All sums payable under this Agreement shall
be paid to the Company at Southlake, Tarrant County, Texas.
18. Time For Performance. The obligation of Boyd to commence production
of original episodes must begin within ninety days of the Commencement Date of
19. Assignment. This Agreement may be assigned by either
party on notice in writing to the other party not less than 90 (ninety) days
before the effective date of such assignment. This notice shall be delivered by
personal service or registered mail to the respective party.
supersedes any and all other agreements, either oral or in writing, between the
parties with respect to the subject matter of this contract, and contains all
of the covenants and agreements between the parties with respect to the
subject matter. Each party to this contract acknowledges that no
representations, inducements, promises, or agreements, orally or otherwise,
have been made by any party, or anyone acting on behalf of any party, that are
not set forth in this contract, and that no agreement, statement, or promise
not contained in this contract shall be valid or binding.
20. Partial Invalidity. If any term or provision of this Agreement is
held by a court of competent jurisdiction to be invalid, void, or
unenforceable, the remainder of the provisions of this agreement shall remain
in full force and effect and shall in no way be affected, impaired, or
21. Government Regulation. This Agreement is subject to all applicable
federal, state and municipal laws, regulations and ordinances, whether existing
or enacted hereafter, including the rules and regulations of all governmental
agencies or commissions having jurisdiction in matters covered by this
Agreement or either of the parties hereto.
This Agreement is
executed in duplicate on the 16th day of December, 2004, at .
Fort Worth, Tarrant County, Texas, to be effective January 1, 2005.