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ENDORSEMENT AGREEMENT

Endorsement Agreement

ENDORSEMENT AGREEMENT | Document Parties: ADAMS GOLF INC | ADAMS GOLF, LTD | TOM WATSON You are currently viewing:
This Endorsement Agreement involves

ADAMS GOLF INC | ADAMS GOLF, LTD | TOM WATSON

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Title: ENDORSEMENT AGREEMENT
Governing Law: Kansas     Date: 4/27/2006
Industry: Recreational Products    

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                                                    REDACTED COPY
                                                    -------------





                CONFIDENTIAL TREATMENT REQUESTED
                --------------------------------


                  CONFIDENTIAL PORTIONS OF THIS
                  -----------------------------

                   DOCUMENT HAVE BEEN REDACTED
                   ---------------------------

                    AND HAVE BEEN SEPARATELY
                    ------------------------

                    FILED WITH THE COMMISSION
                    -------------------------









<PAGE>


                      ENDORSEMENT AGREEMENT
                      ---------------------


     This Agreement is entered into on January 13, 2005 between
professional golfer, TOM WATSON, (hereinafter referred to as
"CONSULTANT") and ADAMS GOLF, LTD. (hereinafter referred to as
"ADAMS GOLF").

                           WITNESSETH
                           ----------

     WHEREAS, ADAMS GOLF desires to obtain the right to use the
name, likeness and ENDORSEMENT of CONSULTANT in connection with
the advertisement and promotion of ADAMS GOLF'S PRODUCT;

     NOW THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:


                         CONTRACT PERIOD
                         ---------------

1.   TERM OF CONTRACT
    ----------------

    The Term of this Agreement shall be for a period of 5 years
    and 4 months commencing the 1st day of September 2004 and
    terminating the 31st day of December 2009.

2.   DEFINITIONS
    -----------

     As used in this Agreement, the following terms shall be
defined as set forth below:

       A.    CONSULTANT'S "ENDORSEMENT" means the right to use
       the CONSULTANT'S name, fame, nickname, autograph, voice,
       facsimile, signature, photograph, likeness, and image in
       connection with the marketing, advertising, promotion and
       sale of ADAMS GOLF'S PRODUCT.

     B."PRODUCT" shall mean all golf clubs including, but not
       limited to, metal woods, drivers, fairway woods, irons,
       iron-woods, utility clubs, wedges, and putters, bags, and
       headwear.
    
     C."MANDATORY PRODUCTS" shall mean the following ADAMS GOLF
       PRODUCTS that CONSULTANT must exclusively play/use in all
       Champions/Senior Professional Golf Association (SPGA) and
       Professional Golf Association (PGA) events at all times:


                               -1-

<PAGE>


       1. [*****]
       2. Sufficient [*****] to maintain total minimum of [*****]
            ADAMS GOLF [*****] (includes [*****])[*****] at all
            times
       3. [*****]
       4. [*****]    (CONSULTANT   may   continue   to   place    the
            [*****]    logo    on    the   [*****]   consistent    with
            historical practice.)

     D. "CONTRACT TERRITORY" shall mean the entire world.


                    CONSULTANT'S OBLIGATIONS

3.    CONSULTANT'S ENDORSEMENT
     -----------------------

     CONSULTANT hereby gives and grants to ADAMS GOLF the
     exclusive right and license to use CONSULTANT'S ENDORSEMENT
     in connection with the manufacture, sale, distribution,
     advertising and promotion of PRODUCT in the CONTRACT
     TERRITORY.

4.    EXCLUSIVITY OF ENDORSEMENT
     --------------------------

     During the term of this Agreement, unless otherwise
     authorized at the sole discretion of ADAMS GOLF in writing,
     CONSULTANT shall not:

     A. give the right to use or permit the use of CONSULTANT'S
        name, facsimile signature, nickname, voice or likeness to
        any other manufacturer or seller of   PRODUCT;

     B. sponsor or endorse PRODUCT made or sold by any other
        manufacturer or seller; or

     C. serve as a CONSULTANT or advisor of any other
        manufacturer or seller of PRODUCT.

     D. Notwithstanding paragraphs 4A, 4B and 4C above,
        CONSULTANT shall be entitled to endorse and play the
        [*****].   The parties expressly agree that CONSULTANT may
        permit [*****] the use of CONSULTANT'S name and/or
        likeness in [*****] print and/or television advertisement
        provided that this is executed in a manner consistent
        with [*****] past [*****] advertising practice using
        similarly situated professional golfers with competing
        golf club endorsement agreements that include [*****].
        If [*****] use of CONSULTANT varies from past practice of
        utilizing similarly situated professionals, CONSULTANT
        will take action to remedy the situation [*****]. If
        CONSULTANT participates directly in any [*****] sponsored
        photo shoots for advertising or PR, CONSULTANT shall wear
        his ADAMS GOLF [*****].   The parties further expressly
        agree that CONSULTANT'S endorsement of
 

-----------------
[*****]    Confidential Material redacted and filed separately
          with the Commission.

                                -2-

<PAGE>


        the [*****] shall not include the right to place a
        [*****] logo on his ADAMS GOLF [*****] or the ADAMS GOLF
        [*****].   If CONSULTANT'S relationship with [*****]
        terminates during this Agreement, CONSULTANT shall be
        permitted to replace the [*****] endorsement with another
        [*****] endorsement under the same terms and conditions
        expressed herein.

     E. Notwithstanding paragraphs 4A, 4B and 4C above,
        CONSULTANT shall not be required to wear ADAMS GOLF
        [*****] in [*****] ads.

5.    EXCLUSIVE USE OF PRODUCT
     ------------------------

     During the term of this Agreement, CONSULTANT shall
exclusively play/use the MANDATORY PRODUCT.   (It is expressly
understood by the parties that CONSULTANT may play [*****] clubs
in the bag other than ADAMS GOLF clubs including, but not limited
to, a putter by a manufacturer other than ADAMS GOLF but may not
endorse those clubs and/or putter.)

6.    CONSULTANT'S ENDORSEMENT OF NON-COMPETITIVE PRODUCT
     ---------------------------------------------------

     If CONSULTANT endorses or promotes a non-competitive product
     and in that endorsement or promotion CONSULTANT wears,
     plays, uses, holds or is in any way associated with a
     product that would constitute PRODUCT as defined under this
     Agreement, CONSULTANT shall use objectively reasonable best
     efforts to ensure that PRODUCT is an ADAMS GOLF PRODUCT and
     it shall not be altered or changed in appearance in the
     endorsement in any manner whatsoever without the express
     written consent of ADAMS GOLF.    When endorsing a non-
     competitive product, under no circumstances shall CONSULTANT
     wear, play, use, hold or in any way be associated with an
     ADAMS GOLF competitor's Product.

7.    CONSULTANT'S SATISFACTION OF MANDATORY PRODUCT
     ----------------------------------------------

     It is particularly and expressly understood and agreed that
     if CONSULTANT shall find in his sincere best reasonable
     judgment that the MANDATORY PRODUCT so supplied is not
     suitable for his use in tournament competition, then he
     shall promptly notify ADAMS GOLF in writing of such fact and
     the reasons therefor. Thereafter, ADAMS GOLF shall have a
     period of thirty (30) days to either, at ADAMS GOLF'S sole
     discretion, supply CONSULTANT with MANDATORY PRODUCT that is
     acceptable to him or terminate the agreement.    It is agreed
     that if the contract is terminated pursuant to this
     paragraph, the compensation due CONSULTANT shall be prorated
     from the date this Agreement is terminated. Proration of
     compensation shall be determined on the same repayment
     schedule as provide in paragraph 8A below.


-----------------
[*****]    Confidential Material redacted and filed separately
          with the Commission.

                               -3-

<PAGE>


8.    MINIMUM NUMBER OF TOURNAMENTS AND POTENTIAL REPAYMENT OF
     BASE COMPENSATION
     --------------------------------------------------------

     A.   In each and every calendar year of this Agreement,
CONSULTANT shall achieve a satisfactory record of play in a
minimum of [*****] professional golf association events on the
SPGA and/or PGA tour (which shall include both the PGA and SPGA
Tour Skins Games).   If for any reason, CONSULTANT should achieve
a satisfactory record of play in less than [*****] SPGA and/or
PGA tour events in a calendar year, he shall repay ADAMS GOLF an
amount per event for each event under [*****] achieved in the
given calendar year as follows:

     The agreed upon repayment amount per event per calendar
     year:

       1. Year 1.   $[*****]
       2. Year 2    $[*****]
       3. Year 3    $[*****]
       4. Year 4    $[*****]
       5. Year 5    $[*****]

     B. Payment shall be made to ADAMS GOLF within one month
        following the end of the calendar year.   For example, if
        in the calendar year 2005 CONSULTANT achieves a
        satisfactory record of play in [*****] events, he shall
        repay ADAMS GOLF [*****] dollars no later than January
        31, 2006.

     C. In the event that CONSULTANT is prevented from competing
        for reasons outside his control, the parties agree to a
        good faith attempt to resolve the issues.   If a
        resolution can not be reached, ADAMS GOLF may, at its
        sole discretion, demand prorated repayment pursuant to
        the repayment schedule in paragraph 8A above.

9.    PRODUCT DESIGN
     --------------

      During the term of this Agreement, CONSULTANT shall use best
     efforts to cooperate with ADAMS GOLF in giving advice,
     suggestions and recommendations concerning the acceptability
     and playability of current ADAMS GOLF lines, the development
      of new ADAMS GOLF lines, and information about significant
     golf PRODUCT and golf market trends, and meet as reasonably
     requested with ADAMS GOLF'S Design/Testing Teams.

10.   PROMOTION OF PRODUCT
     --------------------

     During the term of this Agreement, CONSULTANT shall use best
     efforts to wear the headwear and display ADAMS GOLF'S brand
     name and to demonstrate, discuss and emphasize the newest
     features of ADAMS GOLF PRODUCT at every opportunity
     including but not limited to all Senior PGA tour events and
     promotional and advertising events in which CONSULTANT takes
     part.



-----------------
[*****]    Confidential Material redacted and filed separately
          with the Commission.

                                -4-

<PAGE>




11.   PROMOTIONAL APPEARANCES
     -----------------------

     A. During the term of this Agreement, CONSULTANT shall use
        best efforts to be available for such press interviews,
        radio or TV appearances arranged for CONSULTANT by ADAMS
        GOLF which are compatible with CONSULTANT'S own practice,
        play and personal time requirements.   CONSULTANT will be
        required to be available after a tournament for selected
        interviews, either the Sunday afternoon or Monday morning
        following the tournament.   In all such interviews and
        appearances, CONSULTANT will use his best efforts to make
        reference to the ADAMS GOLF PRODUCT and wear [*****] and
        display ADAMS GOLF'S brand name.
 
     B. During the term of this Agreement, CONSULTANT shall make
        himself available on not more than [*****] days for
        television and radio commercials, photo shoots, modeling
        and promotional appearances compatible with CONSULTANT'S
        own practice, play and personal time requirements. Said
        activities shall be directly related to the promotion of
        ADAMS GOLF PRODUCT.   ADAMS GOLF shall reimburse
        CONSULTANT for reasonable travel expenses for CONSULTANT
         when making special app


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