EXHIBIT 10.19
CERTAIN INFORMATION HAS BEEN DELETED FROM THIS EXHIBIT AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 406.
AGREEMENT FOR SPONSORSHIP
This agreement for Sponsorship (the "Agreement") is entered into
effective this 21st day of April, 2003 (the "Effective Date"), by and between
Viper Motorcycle Company ("Sponsor"), and Minnesota Vikings Football Club, LLC
(the "Team"), a Minnesota limited liability company that holds a franchise to
play professional football in the National Football League, is referred to
herein as the "NFL").
WHEREAS, Sponsor is engaged in the business of producing and distributing
motorcycles and related services, and
WHEREAS, the Team plays NFL games in a stadium in Minneapolis, Minnesota
(the "Stadium"); and
WHEREAS, Sponsor and the Team desire to enter into an agreement under
which the Team will provide to Sponsor advertising and promotional benefits with
respect to the Team, in exchange for sponsorship payments and other
consideration;
NOW THEREFORE, Sponsor and the Team hereby agree as follows:
1. FISCAL YEAR: TERM
(a) "Fiscal Year" means a one-year period commencing February 1 and
ending on the next January 31, and "Fiscal" followed by a reference to a
calendar year means the Fiscal Year ending on January 31 of the next calendar
year (E.G., "Fiscal 2003" means the Fiscal Year ending January 31, 2004).
(b) This Agreement is entered into by Sponsor and the Team with
respect to the period commencing on the Effective Date and ending on the last
day of Fiscal 2005 (the "Term").
2. ADVERTISING AND OTHER BENEFITS
Subject to performance of Sponsor's obligations hereunder, during the
Term the Team will provide for Sponsor's benefit the advertisements and other
benefits specified in EXHIBIT A hereto (each a "Benefit" and collectively the
"Benefits"), under the terms and conditions stated in EXHIBIT A. If at any time
during the Term of this Agreement the Team participates in the NFL postseason,
Sponsor will receive benefits specified in Exhibit B at the additional stated
amount and will include a [* * *] percent ([* * *]%) escalator in each
applicable Term.
3. PAYMENTS
Sponsor shall pay to the Team (without reduction or setoff) [* * *] net
in Fiscal 2003, [* * *] net in Fiscal 2004, and [* * *] net in Fiscal 2005 in
cash and on or before the mutually agreed upon payment due dates shown below. A
1.5% monthly finance charge shall be assessed on all invoices over thirty (30)
days past due. Team will invoice Sponsor.
2003 DUE DATE AMOUNT 2004 DUE DATE AMOUNT
------------- ------ ------------- ------
May 31, 2003 [* * *] January 31, 2004 [* * *]
June 30, 2003 [* * *] February 28, 2004 [* * *]
July31, 2003 [* * *] March 31, 2004 [* * *]
August 31, 2003 [* * *] April 30, 2004 [* * *]
September 30, 2003 [* * *]
October 31, 2003 [* * *]
November 30, 2003 [* * *]
December 31, 2003 [* * *]
2004 DUE DATE AMOUNT 2005 DUE DATE AMOUNT
------------- ------ ------------- ------
May 31, 2004 [* * *] January 31, 2005 [* * *]
June 30, 2004 [* * *] February 28, 2005 [* * *]
July 31, 2004 [* * *] March 31, 2005 [* * *]
August 31, 2004 [* * *] April 30, 2005 [* * *]
September 30, 2004 [* * *]
October 31, 2004 [* * *]
November 30, 2004 [* * *]
December 31, 2004 [* * *]
2005 DUE DATE AMOUNT 2006 DUE DATE AMOUNT
------------- ------ ------------- ------
May 31, 2005 [* * *] January 31, 2006 [* * *]
June 30, 2005 [* * *] February 28, 2006 [* * *]
July 31, 2005 [* * *] March 31, 2006 [* * *]
August 31, 2005 [* * *] April 30, 2006 [* * *]
September 30, 2005 [* * *]
October 31, 2005 [* * *]
November 30, 2005 [* * *]
December 31, 2005 [* * *]
4. COMPLIANCE; APPROVAL OF MATERIALS
This Agreement and each Benefit are subject to the NFL Rules (as
hereinafter defined), and the form, content and presentation of each Benefit
shall be subject to the approval of the Team and to the rules of the Stadium or
any other facility of location at which any Benefit may be held or presented
(including any such rules regarding temporary blackouts or signage coverage) and
any applicable statutes, regulations and other legal requirements. Sponsor shall
not include in any Benefit (or in any related material) any advertising for (or
other reference to) any product or service that competes with any product or
service for which the Team then provides advertising or promotion. For each
Benefit that includes material to be broadcast, published, distributed,
displayed or made public, Sponsor shall prepare and produce such material in
final form and shall provide such material to the Team for its approval, in each
case with reasonable notice and adequate opportunity to review (and revise if
necessary) before the first date on which such material is to be broadcast,
published, distributed, displayed or otherwise made public.
5. COST OF SIGNAGE
The initial cost of any suite sign that may be included in this Agreement
will be the responsibility of the Team. Any change requested by Sponsor
following initial production completion will be the sole financial
responsibility of Sponsor.
6. SUBSTITUTION FOR UNAVAILABLE BENEFITS
Sponsor and the Team acknowledge and agree that, due to circumstances
beyond the reasonable control of Sponsor or the Team (including for example
limitations imposed by law or by NFL Rules), it may be or become impossible or
impracticable to provide one or more Benefits otherwise called for hereunder
(each an "Unavailable Benefit"). With respect to any Unavailable Benefit,
Sponsor and the Team shall consult regarding a substitute therefore, and
following such consultation, the Team may provide, in lieu of such Unavailable
Benefit, a substitute promotion or advertisement having promotional value not
materially less than that of the Unavailable Benefit. By doing so, the Team will
satisfy all of its obligations with respect to the Unavailable Benefit.
7. INDEMNIFICATION
Each party (the "Indemnifying Party") shall indemnify the other party and
hold it harmless from and against any and all claims, damages and liabilities,
including attorneys' fees and other expenses of defense (collectively
"Liabilities and Expenses") arising from any breach of this Agreement by the
Indemnifying Party or litigation, arbitration, governmental inquiry or other
claim or proceeding commenced by any third party alleging or
arising from libel, slander, invasion of practice, illegal competition,
infringement of copyright, license or other intellectual property, negligence,
privacy, improper trade breach of warranty, unsafe, hazardous, or defective
product or service, or other wrongful conduct by the Indemnifying Party.
8. RETENTION OF RIGHTS
The only rights of Sponsor hereunder with respect to the Team, games
played by the Team and other activities and attributes of the Team are the
rights to receive the Benefits at the times and places specified in this
Agreement and in accordance with all terms hereof. All other rights with respect
to the Team, games and activities of the Team and attributes, logos, symbols,
names and other marks of (or related to) the Team (collectively "Team Marks")
are hereby retained by the Team and nothing in this Agreement creates any
license or other right with respect to any of the Team Marks.
9. REMEDIES AND TERMINATION
(a) If either party breaches or threatens to breach this Agreement,
the other party shall be entitled to seek monetary damages for such breach and
injunctive relief to enforce this Agreement and require performance of all
obligations hereunder.
(b) Neither party shall have any right to cancel, withdraw from, or
terminate this Agreement (or cease, delay or suspend performing such party's
obligations under this Agreement) except that, if either party shall fail to pay
when due any amount payable hereunder, then the other party shall give notice of
such failure and, if such amount is not paid within five business days following
the giving of such notice, then the party giving such notice may terminate this
Agreement by notice of termination.
10. ASSIGNMENT
(a) This Agreement and rights hereunder may be assigned only in
accordance with the following (but no assignment by a party shall relieve such
party of any of its obligations hereunder).
(b) Either party may, by notice to the other, assign this Agreement
and such party's rights hereunder to an entity that
(i) acquires or otherwise succeeds to all or substantially all of
the assigning party's business and assets, and
(ii) before or at the time of assignment assumes all of the
assigning party's obligations hereunder and agrees to perform or cause
performance of all of such obligations when due, including any obligation then
in arrears.
(c) The Team may, by notice to Sponsor, assign this Agreement or any
of the Team's rights to payment hereunder to
(i) any subsidiary, parent or other affiliate of the Team and
(ii) any lender or other source of financing or any trustee
therefore (each a "Team Finance Assignee") as collateral or other security for
such financing, whether by security agreement, collateral assignment or
otherwise.
11. ENTIRE AGREEMENT; AMENDMENTS; CONFIDENTIALITY
This Agreement constitutes the entire agreement between Sponsor and the
Team and supersedes all prior agreements and understandings relating to the
subject matter hereof. The Agreement may be amended or supplemented only by a
writing signed by Sponsor and the Team (and, if required, each Team Finance
Assignee). Each party shall hold in confidence all confidential information
relating to or obtained from the other party (including this Agreement and the
terms hereof and all other non-public information about the other party), and
neither party shall disclose, publish, release, transfer or otherwise make
available to any person any confidential information of the other party in any
form (other than disclosure to a party's officers, directors, employees and
agents having a business need to know).
12. GOVERNING LAW: NFL RULES
(a) This Agreement shall be governed by and construed in accordance
with the internal laws of the State of Minnesota, without giving effect to
principles of conflict of laws.
(b) Notwithstanding any other provision of this Agreement to the
contrary, this Agreement shall in all respects be subject to and subordinate to
(in each case to the extent applicable):
(i) the NFL Constitution;
(ii) the NFL By-Laws;
(iii) all other rules, regulations and policies of the NFL and
the resolutions of its Board of Governors;
(iv) any collective bargaining agreement to which the NFL or any
member club is a party;
(v) all consent decrees and settlement agreements entered into
between or among the NFL and its member clubs (or the NFL, NFL member clubs
and/or other persons) in furtherance of NFL business or interests or as
otherwise authorized directly or indirectly by the NFL Board of Governors, the
NFL Commissioner, or the NFL Constitution;
(vi) any national network agreements between the NFL and third
parties; and
(vii) any national corporate marketing, licensing, sponsorship or
similar agreements between the NFL (or NFL affiliates) and third parties, all as
the same may now exist or hereafter be amended or enacted or as they may be
interpreted by the Commissioner of the NFL (collectively "NFL Rules").
13. OTHER PROVISIONS
(a) This Agreement may be executed in any number of counterparts, each
of which will be deemed an original, but all of which taken together shall
constitute one single agreement.
(b) The headings of the sections and paragraphs in this Agreement are
for convenience only and do not affect the construction or interpretation of the
Agreement. Each reference herein to "include" or "including" or "includes" shall
be deemed to be followed by the words "without limitation."
(c) Any legal action, suit or proceeding brought by either party
related to or arising out of this Agreement may be brought in the United States
District Court for the District of Minnesota' or in the state courts of the
State of Minnesota, and each party hereby accepts and submits to the
jurisdiction of each of the aforesaid courts with respect to any action, suit or
proceeding brought it or against it or against it by the other party.
(d) All notices and other communications provided for hereunder shall
be in writing and shall be effective only if and when delivered by hand, by
prepaid certified United States mail (return receipt requested) or by overnight
courier service, addressed as follows:
(e) Additional Notes
If to Sponsor:
Viper Motorcycle Company
0000 Xxxxxxxxxxxxx Xxxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxx Xxxxxxx
If to the Team:
Minnesota Vikings Football Club, LLC
0000 Xxxxxx Xxxxx
Xxxx Xxxxxxx, XX 00000
Attn: Executive Vice President
with copies to:
Faegre & Xxxxxx LLP
0000 Xxxxxxx Xxxxxx
00 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxx, Xx.
By notice in accordance with the foregoing, (i) either party may from time to
time change its name or address for notice, and (ii) the Team may add any Team
Finance Assignee to those who shall receive copies of notices to the team
* * *
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
MINNESOTA VIKINGS FOOTBALL CLUB LLC
By: /s/ Xxxxxxx X. Xxxxx, Xx.
-----------------------------------
Xxxxxxx X. Xxxxx, Xx.
Its: Executive Vice President
ACCEPTED AND AGREED:
Viper Motorcycle Company
By: /s/ Xxxx X. Xxxxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxxxx
---------------------------------
Print Name
Its: President/CEO
---------------------------------
Print Title
EXHIBIT A
TO LETTER AGREEMENT DATED
APRIL 21, 2003
BETWEEN THE MINNESOTA VIKINGS AND
VIPER MOTORCYCLE COMPANY
1. MEDIA
[* * *]
2. EVENTS
[* * *]
3. TICKETS/HOSPITALITY
[* * *]
4. PROMOTION/APPEARANCES
[* * *]
5. "PREFERRED" STATUS
[* * *]
EXHIBIT B
TO LETTER AGREEMENT DATED
APRIL 21, 2003
BETWEEN THE MINNESOTA VIKINGS AND
VIPER MOTORCYCLE COMPANY
NFL POSTSEASON
[* * *]
