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ENDORSEMENT AGREEMENT

Endorsement Agreement

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Great White Shark Enterprises, Inc

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Title: ENDORSEMENT AGREEMENT

ENDORSEMENT AGREEMENT, Parties: great white shark enterprises  inc
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EXHIBIT 10.10

ENDORSEMENT AGREEMENT

THIS ENDORSEMENT AGREEMENT ("Agreement") is effective as of this 1st day

of December 2003, by and between GREG NORMAN, of 501 North A1A, Jupiter, FL

33477 ("Norman") AND RITZ INTERACTIVE, a Delaware Corporation with offices at

2010 Main Street, Suite 400, Irvine, California 92614 ("RII"). (Each or both of

which shall hereinafter be referred to as the "PARTY" or "PARTIES,"

respectively).

RECITALS:

RII desires to obtain the right to use the name, likeness, and endorsement

services of Norman in connection with the advertisement and promotion of RII's

e-commerce website.

The endorsement by Norman of RII's e-commerce website and business is of

commercial value.

RII and Norman wish to enter into an agreement to cooperate and coordinate

the marketing of Norman's endorsement with RII's e-commerce website and

business.

NOW, THEREFORE for and in consideration of the foregoing, and the mutual

covenants and agreements set forth herein, the Parties hereby agree as follows:

1. DEFINITIONS.

The following terms shall be defined in the Agreement as follows:

a) "CONTRACT PERIOD" means that period of time commencing on December

1, 2003 and terminating on November 30, 2008 unless sooner

terminated or extended under this Agreement.

b) "CONTRACT YEAR" means a 365 (or 366 if applicable) day period,

commencing on December 1, 2003.

c) "CONTRACT TERRITORY" shall be worldwide.

d) "E-COMMERCE PORTAL" shall mean, any e-commerce websites owned and/or

operated by RII during the Contract Period, including, but not

limited to, those websites ("Existing Websites") listed in Schedule

A attached hereto; provided, however, except for the Existing

Websites (which will always be deemed included within the E-commerce

Portal), the E-commerce Portal shall not include any non Existing

Websites of RII ("Future Websites") to the extent such Future

Websites are competitive with any websites owned or operated by

parties with whom, after the date of this Agreement, Norman enters

into a business relationship as to the sale of goods, products or

services competitive with goods, products or services offered for

sale on the Future Websites.

e) "NORMAN IDENTIFICATION" shall mean any words, symbols, photographic

or graphic representations, and Norman's signature, statements by

Norman or combination thereof which identify Norman such as, for

example, Norman's name, voice, nickname, likeness, and anything else

that identifies Norman. Subject to the terms of Paragraph 2 hereof,

the Norman Identification shall not include the Shark Logo owned by

Great

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White Shark Enterprises, Inc, and exclusively licensed to Reebok

International Ltd.

f) "RIGHTS" shall mean all of the endorsement rights, services and

other rights and benefits granted to RII in this Agreement

(including the right of personal and advertising services as stated

in Paragraph 7 of this Agreement).

g) "RII COMPETITOR" is any person or entity that in any way competes

with the RII E-commerce Portal.

h) "RII PARTIES" is RII, Ritz Camera Centers, Inc., and any Affiliates

of RII. For purposes of this Agreement, "AFFILIATES" means any other

person or entity that directly or indirectly through one or more

intermediaries, controls, is controlled by or is under common

control with, RII.

i) "$" shall mean the lawful currency of the United States of America

unless otherwise specified.

2. ENDORSEMENT AND GRANT OF RIGHTS. During the Contract Period:

a) Subject to the terms of Paragraph 7 below, Norman will provide and

make available to RII the services, initiatives and programs

described in Schedule B attached hereto (the "Endorsement

Services"); and

b) Norman grants to RII the exclusive right and license (the "License

Rights") to use the Norman Identification during the Contract Period

and throughout the Contract Territory in connection with the

advertisement and promotion of RII and the E-commerce Portal;

RII acknowledges that those companies whose products RII sells

through its E-commerce Portal, i.e., Nikon, Shimano, (or private

label), are not permitted to utilize the Norman Identification, in

either a direct or implied fashion, to suggest that Norman endorses

their products or services. The License Rights are exclusive to RII

and the E-commerce Portal.

3. EXCLUSIVITY. Norman expressly agrees and undertakes that:

a) The right to use the Norman Identification has not been previously

granted nor will it be granted to anyone other than RII for use

during the Contract Period within the Contract Territory in

connection with the advertisement, promotion and sale of products

and services which are the same as or similar to any of the

E-commerce website listed in Schedule A;

b) Norman will not enter into any arrangement or agreement, which

enables any RII Competitor to sponsor or in any way to be seen to

support or be endorsed by Norman (whether by using the Norman

Identification, Norman providing services similar to the Norman

Services, or otherwise) during the Contract Period within the

Contract Territory. Notwithstanding the foregoing, it is understood

that Norman will be free to enter into an affiliation with

interactive groups/entities which are predominantly content based,

i.e., Sportsline, AOL, and further that Norman shall be free to

enter into an affiliation with companies whose products RII sells

through its E-commerce Portal;

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Anything herein to the contrary notwithstanding, RII shall not have the right to

utilize the Norman Identification except to the extent specifically authorized

by this Agreement.

4. GRANT OF RII STOCK OPTIONS. Concurrent with the execution of this Agreement,

RII will grant to Norman an option (the "Stock Option Agreement") entitling

Norman, upon Norman's full vesting under the terms and conditions described

therein, to purchase one million five hundred thousand (1,500,000) shares of the

common stock of RII, which amount represents approximately five percent (5%) of

the issued and outstanding shares of the capital stock of RII determined on a

fully diluted basis as of the date of this Agreement.

5. FURTHER ENDORSEMENT RELATIONSHIPS.

Without limiting any aspects of this Agreement, the Parties agree to discuss in

good faith Norman's involvement in additional activities not covered by this

Agreement, which could be of mutual benefit.

6. PAYMENTS.

Norman may elect to have payments due Norman hereunder made by check, wire

transfer, or bank transfer. Unless such election is made in writing, all

payments shall be made by check, drawn to the order of Norman or its designated

entities and delivered to Bessemer Trust Company of Florida, 222 Royal Palm Way,

West Palm Beach, FL 33480. Past due payments (i.e., payments due more than

thirty (30) days after RII's receipt of the applicable invoice) shall bear

interest at the rate of one (1%) percent per month.

7. NORMAN'S ENDORSEMENT SERVICES AND OUTSIDE PERSONAL APPEARANCES.

(a) Subject to Norman's schedule (taking into account his professional golfing

and other business and personal activities) and Paragraphs 7 (b) and (c)

below, Norman shall make himself and Norman's Personnel (as defined below)

available from time to time during the Contract Period at his Principal

Place of Business (as defined below) in connection with the performance of

Endorsement Services.

(b) To the extent that RII requests that Norman appear at a location other

than his Principal Place of Business (an "Outside Personal Appearance") in

connection with the performance of Endorsement Services other than those

specified in Paragraphs 1 and 2 of Schedule B, Norman will make himself

available to RII for one (1) full day each Contract Year. The timing and

place of such Outside Personal Appearance(s), and any personal and service

days in addition to those stated herein shall be at the discretion of

Norman and subject to further compensation as agreed between Norman and

RII.

(c) To the extent that RII requests that Norman make an Outside Personal

Appearance in connection with the performance of the Endorsement Services

specified in Paragraph 2 of Schedule B, Norman will make himself available

to RII for up to five (5) full days during the term of this Agreement. Any

personal and service days in addition to those stated herein shall be at

the discretion of Norman and subject to further compensation as agreed

between Norman and RII.

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(d) For each Outside Personal Appearance to be made by Norman under Paragraphs

(b) and (c) of this Paragraph 7:

i) RII shall reimburse Norman for all reasonable first class

out-of-pocket expenses incurred by Norman. Without limitation to the

foregoing, RII will reimburse Norman for his air travel expenses (A)

which for purposes of Outside Personal Appearances made by Norman

under Paragraph (b) of this Paragraph 7, shall be calculated at a

rate of either (1) four thousand ($4,000) dollars per hour for

operation of Norman's private aircraft or (2) one thousand five

hundred ($1,500) dollars per hour for operation of Norman's private

helicopter and (B) which for purposes of Outside Personal

Appearances made by Norman under Paragraph (c) of this Paragraph 7,

shall (unless otherwise agreed) be calculated at a first class

ticket rate. Norman shall be provided with superior hotel suite

accommodation and standard rooms for four (4) members of Norman's

staff.

ii) RII shall give Norman not less than thirty (30) days' nor more than

sixty (60) days notice of the time and place RII desires Norman to

appear at an Outside Personal Appearance.

iii) No such Outside Personal Appearance day shall exceed a total of

twelve (12) hours including travel time.

(e) To the extent that RII requests that Norman make an Outside Personal

Appearance in connection with the performance of the Endorsement Services

specified in Paragraph 1 of Schedule B, Norman will make himself available

so as to be able to properly discharge (in accordance with good corporate

practices) his duties as a member of RII's Board of Director. RII

represents that prior to the effective date of this Agreement, whenever

possible and subject to legal requirements, it has attempted to schedule

its Board of Directors' meetings at times and places which take into

consideration the availability and outside business demands of its

directors. For each Outside Personal Appearance to be made by Norman under

Paragraph 1 of Schedule B, RII shall reimburse Norman for all reasonable

out-of-pocket expenses incurred by Norman consistent with the

reimbursement policy applicable to the other members of its Board of

Directors.

(f) For purposes of this Agreement, Norman's Principal Place of Business,

shall mean any location within twenty (20) miles of 501 North A1A,

Jupiter, FL 33477.

8. NORMAN'S COOPERATION.

In addition to the Endorsement Services, to the extent agreed upon in advance by

both RII and Norman (i) Norman will cause his personnel and the personnel of

Great White Shark Enterprises and it Affiliates (collectively, "Norman

Personnel") to assist RII in furthering business-to-business related

opportunities and (ii) the expenses of the Norman Personnel will be reimbursed

and shared with other client activities that may be visited at the same time.

9. GENERAL OBLIGATIONS.

During the contract period, RII/Norman:

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a) Shall not be involved in any conduct or activity that brings

Norman/RII into disrepute;

b) Shall not be involved in any conduct or activity that may harm

RII/Norman or its name or reputation;

c) Will perform obligations under this Agreement to the best of

Norman's/RII's ability and in accordance with RII's/Norman's

reasonable discretion.

10. NORMAN'S TITLE.

Norman's title to the Norman Identification shall at no time suffer by any act

of RII or thing that will in anyway impair the rights of Norman in and to the

Norman Identification. It is understood that RII shall not acquire and shall not

claim title to the Norman Identification adverse to Norman: by virtue of

Norman's performance of the Endorsement Services or the License Rights granted

to RII; or through RII's use of the Norman Identification by RII at common law;

or under any provision of law in which a claim would accrue to Norman. RII shall

undertake all actions that may be necessary or appropriate to ensure that such

accrual shall be duly recognized.

11. NORMAN'S APPROVAL.

RII shall use the Norman Identification only in such a form and manner as is

specifically approved by Norman and, upon the reasonable request by Norman,

shall use any reasonable legends, markings, and notices of trademark rights or

registration reasonably specified by Norman, or any other notice of Norman's

ownership, including copyright. RII agrees that all use of the Norman

Identification in connection with advertising, displays, and other materials and

all advertising shall not be made unless and until finished samples of such

proposed use have been provided to Norman and such use has been approved by

Norman or Norman's authorized representative. Norman agrees that any material

advertising or other, submitted for approval as provided herein will be deemed

to have been approved by Norman if the same is not disapproved in writing within

ten (10) business days after receipt thereof. Norman agrees that any material

submitted would only be disapproved if such material breached any law or is

likely to bring Norman into disrepute or ridicule or damages Norman's name and

image and, if disapproved, RII shall be advised of the specific grounds for

disapproval. Subject to this Agreement, RII agrees to follow Norman's reasonable

instructions and guidelines regarding proper usage of the Norman Identification

in all respects as may have been reasonable notified to RII by the Norman.

12. QUALITY AND COOPERATION.

In addition to the objectives listed above, all Parties acknowledge that Norman

is of legendary status in the game of golf. RII shall ensure that the

presentation and operation of its E-commerce Portal is consistent with the high

quality and image associated with Norman and reflect a quality brand of products

and services.

13. CONFIDENTIALITY.

Each party agrees: (i) that it will not disclose to any third party or use any

Confidential Information disclosed to it by the other party except as expressly

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permitted in this Agreement; and (ii) that it will take all reasonable measures

to maintain the confidentiality of all Confidential Information of the other

party in its possession or control, which will in no event be less than the

measures it uses to maintain the confidentiality of its own information of

similar importance.

14. PROTECTION OF THE NORMAN IDENTIFICATION.

a) REGISTRATION. Norman shall be solely responsible for obtaining and

maintaining, to the extent possible, trademark registrations in his

own name for the Norman Identification in Contract Territory. RII

agrees that it will not file, during the Contract Period or

thereafter, any application for trademark or otherwise obtain or

attempt to obtain for trademark registration or otherwise obtain or

attempt to obtain ownership of any trademark registration or

otherwise obtain ownership of any trademark or trade name anywhere

in the world which consists in whole or in part of any constituent

element of the Norman Identification, including without limitation,

Greg Norman, Great White Shark Enterprises, or any mark, design or

logo intended to make reference to the Norman Identification,

without the express written consent of Norman which may be within in

Norman's sole and absolute discretion. In the event that such

consent is given, all applications for registration shall be in the

name of Norman and shall be at the cost of RII. RII shall cooperate

with Norman in the registration of the Norman Identification and

provide any necessary use, information, or specimens; provided,

however, Norman shall reimburse RII for any reasonable out-of-pocket

expenses incurred by RII in so providing such cooperation.

b) ENFORCEMENT. If either Party discovers that the registered trademark

Rights set forth in Paragraph 14(a) are infringed, that Party shall

communicate the details to the other Party.


 
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