Exhibit 10.5
[GRAPHIC OMITTED] FLEER/SKYBOX INTERNATIONAL XX
XXXXX 0000 Xxxxx 00, Xxxxx 000
TRADING BRANDS Mt. Laurel, NJ 08054
TEL: (000) 000-0000
August 24, 2001
Xxx Xxxxxx, CEO
PROELITE
000 Xxxxxx Xxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Dear Bob:
This letter, when countersigned by you, shall serve as a licensing agreement
between Fleet/SkyBox International LP ("Fleer") and ProElite. The terms of this
agreement are set forth below:
GRANT OF RIGHTS
1. Xxxxx, with the permission of NFL Properties ("NFL"), MLB Properties
("MLB") and NBA Properties ("NBA"), agrees to sub-license its rights
to produce fine art featuring selected NFL, MLB and NBA teams.
2. ProElite and/or Atelier will not produce any unauthorized NFL, MLB
or NBA licensed products without the written consent of Xxxxx.
3. The terms of this agreement will expire on December 31, 2003.
COMPENSATION AND SERVICES
1. For the grant of rights above, XxxXxxxx agrees to pay Fleer a
guaranteed payment of $50,000 payable in eight equal installments as
follows:
a. $6,250 to be paid by September 15, 2001.
b. $6,250 to be paid by December 15, 2001.
c. $6,250 to be paid by March 15, 2002.
d. $6,250 to be paid by June 15, 2002.
e. $6,250 to be paid by September 15, 2002.
f. $6,250 to be paid by December 15, 2002.
g. $6,250 to be paid by March 15, 2003.
h. $6,250 to be paid by June 15, 2003.
ProElite agrees to pay Xxxxx a royalty rate of 3% of gross sales to
Fleer on a monthly basis. The guaranteed payments made will be
deducted from the monthly amount owed.
2. ProElite will comply with all NFL, MLB and NBA regulations and
approval guidelines. ProElite will obtain all products, packaging
and selling material approvals directly from the NFL.
3. ProElite will submit all approvals for MLB and NBA products,
packaging and selling materials to Fleer c/o Xxx Xxxxxxx. Fleer will
obtain approvals and notify ProElite of changes as required.
4. XxxXxxxx agrees to directly pay Xxxxx all royalties due to the NFL,
MLB and NBA. Royalties shall be calculated at 7%, 9% and 12% of
gross sales, respectively.
5. ProElite agrees to maintain complete and accurate accounting records
of all related sales. ProElite will provide to Fleer on a monthly
basis the total units sold and gross sales dollars by month and
cumulative throughout the term of the agreement. ProElite will also
provide Fleer with the calculation of royalties due to the NFL, MLB
and NBA, and a check for that same amount. All data and monies are
due to Fleer by the 10th day of the following month (i.e. sales for
November are reported and paid by December 10th.)
6. Xxxxx reserves the right to audit all records for a period of up to
one year from the expiration of this agreement.
INDEMNIFICATION
1. ProElite agrees to protect, indemnify and save harmless Fleer, its
partners, employees, subsidiaries, and agents, or any of them, from
and against any and all expenses, damages, claims, suites, actions,
judgements and costs whatsoever, including reasonable attorney's
fees, arising out of, or in any way connected with: ProElite's
failure to comply with NFL, MLB and NBA regulations and approval
guidelines, ProElite's default hereunder; the negligence, actions,
errors or omission of ProElite; and/or any claim or action for
personal injury, death or otherwise involving alleged defects in
ProElite's products; provided that ProElite shall be given notice of
any such action or claim.
2. ProElite agrees to provide and maintain, at its own expense, general
liability insurance and product liability insurance with limits of
no less than $1,000,000 and within thirty (30) days from the date
hereof, ProElite will submit to Fleer a fully paid policy or
certificate of insurance naming Fleer as an additional insured
party, requiring that the insurer shall not terminate or materially
modify such without written notice to Fleer at least twenty (20)
days in advance thereof.
3. All rights not herein specifically granted to ProElite shall remain
the property of Fleer to be used in any manner Fleer deems
appropriate.
I believe this accurately states the terms of our agreement. If you agree with
these terms, please sign below as acknowledgement of such and return a copy to
my attention.
Should you have any questions or comments, please do not hesitate to call me at
856/000-0000. I look forward to doing business with you.
Sincerely,
/s/ Xxxxxxxxxxx X. Xxxxx
Xxxxxxxxxxx X. Xxxxx
Senior Vice President &
Chief Financial Officer
Acknowledged & Accepted by:
/s/ Xxx Xxxxxx
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Xxx Xxxxxx, CEO
ProElite
