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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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