ENDORSEMENT AGREEMENTEndorsement Agreement |
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REDACTED COPY
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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
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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:
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<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.
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<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.
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<PAGE>
8. MINIMUM NUMBER OF TOURNAMENTS AND
POTENTIAL REPAYMENT OF
BASE COMPENSATION
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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.
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[*****] Confidential Material redacted
and filed separately
with the Commission.
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<PAGE>
11. PROMOTIONAL APPEARANCES
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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






