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ENDORSEMENT AGREEMENT

Endorsement Agreement

ENDORSEMENT AGREEMENT | Document Parties: PERFORMANCE SPORTS BRANDS, INC. | GOLFERS INCORPORATED You are currently viewing:
This Endorsement Agreement involves

PERFORMANCE SPORTS BRANDS, INC. | GOLFERS INCORPORATED

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Title: ENDORSEMENT AGREEMENT
Governing Law: Florida     Date: 9/9/2011

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ENDORSEMENT AGREEMENT

 

entered into by and between

 

ANDY NORTH

 

and

 

GOLFERS INCORPORATED


 

Effective February 21, 2011

 



 

 

 


 

 

TABLE OF CONTENTS

 

Paragraph

 

Page

 

 

 

 

 

1.

 

Definitions

 

3

2.

 

Term

 

4

3.

 

Grant of License and Exclusivity

 

4

4.

 

Retention of Rights

 

4

5.

 

Appearances

 

4

6.

 

Compensation

 

5

7.

 

Supply of Endorsed Products

 

6

8.

 

Approval of Advertising

 

7

9.

 

Ownership

 

8

10.

 

SAG and/or AFTRA

 

8

11.

 

Standards

 

8

12.

 

Events of Default

 

8

13.

 

Termination/Remedies

 

9

14.

 

Company’s Debts

 

9

15.

 

Indemnification

 

9

16.

 

Insurance

 

9

17.

 

Waiver

 

9

18.

 

Notices

 

10

19.

 

Assignment

 

10

20.

 

Independent Contractor

 

10

21.

 

Joint Venture

 

10

22.

 

Governing Law

 

10

23

 

Entire Agreement

 

10

24.

 

Amendments

 

10

25.

 

Authority

 

11

26.

 

Severability

 

11

27.

 

Compliance with Laws

 

11

28.

 

Attorney’s Fees and Costs

 

11

29.

 

Force Majeure

 

11

30.

 

Confidentiality

 

11

31.

 

Counterparts

 

11

 

 

Page 2 of 12


 

 

ENDORSEMENT AGREEMENT

 

THIS ENDORSEMENT AGREEMENT (herein the “Agreement”) is effective on this 21 st day of February 2011, by and between Golfers Incorporated, a Delaware Corporation, having a mailing address of 1021 N. Sepulveda Blvd., Suite G, Manhattan Beach, CA 90266 (hereinafter referred to as “Company”) and Andy North, having a mailing address of 1624 S. High Point Road, Madison, WI 53719 (hereinafter referred to as “North”).

 

WITNESSETH

 

WHEREAS, North is recognized and known throughout the world to be a highly skilled golfer and television commentator; and

 

WHEREAS, North’s name and likeness (hereinafter defined) has commercial value with respect to the advertisement, promotion and sale of products and services in the commercial marketplace; and

 

WHEREAS, Company is engaged in the business of developing, marketing and selling F2 Golf Clubs (hereinafter referred to as “Product”), and Company desires to obtain North’s services and endorsement to be utilized in the advertising and sale of such Product; and

 

WHEREAS, North agrees, subject to the terms and conditions contained herein, to provide certain services to Company and to authorize the use of North’s endorsement by Company for such purposes.

 

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

 

1.

Definitions. As used herein, the following terms shall be defined as set forth below:

 

 

a.

“Contract Period” shall mean that period of time from February 21, 2011 through December 31, 2012.

 

 

b.

“Contract Year” shall mean the specific period of time during the Contract Period as more specifically set forth below:

 

·

Contract Year 2011 (2/21/11 - 12/31/11)

 

 

·

Contract Year 2012 (1/1/12- 12/31/12)

 

 

c.

“Contract Territory” shall mean the world.

 

 

d.

“North’s Likeness” shall mean and include North’s name, image, photograph, voice, initials, signature, biographical information, and persona.

 

 

f.

“North’s Endorsement” shall mean and include North’s public statements and comments about Company’s Product.

 

 

Page 3 of 12


 

 

 

g.

“Endorsed Product(s)” shall only mean and include Company’s irons, woods, wedges and putters.

 

2.

Term . The Term of this Agreement shall be for the Contract Period unless it is terminated or extended as set forth in this Agreement.

 

3.

Grant of License and Exclusivity. Subject to the terms set forth in this Agreement, North hereby grants to Company the right and privilege to use North’s Likeness and North’s Endorsement during the Term and within the Contract Territory in all reasonable forms of advertising including, but not limited to television (including the infomercial format), radio, print advertising, brochures, pamphlets, product packaging, point-of-purchase materials, Company’s web-site and a demonstration video (hereinafter referred to as “Advertising Materials”) in connection with Company’s advertisement and sale of the Endorsed Product only. During the Term of this Agreement and within the Contract Territory, North agrees not to enter into an agreement with another company or entity for the purpose of endorsing or promoting products similar to the Endorsed Products. Upon the expiration or termination of this Agreement, Company shall be prohibited from using or distributing any new or existing Advertising Materials using North’s Likeness and North’s Endorsement except for Endorsed Product with North’s Likeness and/or North’s Endorsement on the packaging that is already in the channel of retail distribution. Company shall be prohibited from selling or shipping any new Endorsed Product with North’s Likeness and/or North’s Endorsement on the packaging upon the expiration or termination of this Agreement.

 

4.

Retention of Rights. All rights not specifically granted or licensed to Company hereunder shall be reserved and retained by North and may be utilized or licensed by North to any third parties in any manner which is not in contravention of this Agreement.

 

5 .

Appearances.

 

 

a.

Production Appearances.

 

 

i.

Contract Year 2011 . North agrees to make one (1) Production Appearance on behalf of Company during Contract Year 2011 for the purpose of producing the following: (1) one 30-minute infomercial; (2) one 30-second television commercial; (3) one demonstration dvd on how to use the Endorsed Product. (4) product testimonials and (5) still photographs for print advertisements and packaging (hereinafter referred to as “Production Appearance”). Said Production Appearance shall take place on February 22 & 23, 2011 in or around Phoenix, AZ. The Production Appearance shall be approximately nine (9) hours in duration on February 22 nd and five (5) hours in duration on February 23 rd . During such Production Appearance, North shall be permitted to wear the apparel of his choice.

 

ii.

Contract Year 2012. North agrees to make one (1) Production Appearance on behalf of Company during Contract Year 2012 for the purpose of producing either new or updated Advertising Materials. Said Production Appearance shall take place at a mutually agreed upon time and location.  The Production Appearance shall be approximately nine (9) hours in duration on the first day and five (5) hours in duration on the second day. During such Production Appearance, North shall be permitted to wear the apparel of his choice.

 

 

Page 4 of 12


 

 

 

b.

Additional Production/Promotional Appearances. If requested by Company, North agrees to use reasonable effort to make Additional Production/Promotional Appearances on behalf of Company (hereinafter referred to as “Additional Production/Promotional Appearances”). Should Company request for North to conduct Additional Production/Promotional Appearances and North agrees to appear, Company shall pay North an additional fee for such appearance(s) as set forth in paragraph 6.d. below. North has no obligation to make such appearance.

 

 

c.

Voice-Over Appearances . If requested by Company, North shall make one (1) voice over appearance during the Term. The voice over appearance shall take place at North’s personal residence or at another mutually agreed upon location in Wisconsin, and shall not exceed two (2) hours in duration.

 

 

d.

Promotional Appearance . If requested by Company, North agrees to make one (1) promotional appearance each Contract Year during the Term at certain events to promote the Endorsed Products. Said appearance shall be approximately three (3) hours in duration.

 

 

e.

Promotion/Media Activities . North will use reasonable efforts to mention the benefits of Company’s Endorsed Products when North is being interviewed or North is participating in Public Events as defined below.

 

 

f.

Expenses . If travel is necessary to provide the services set forth in this Agreement, Company shall provide or reimburse all such travel expenses of North, including round-trip first-class airfare on the airline of North’s choice, first-class hotel accommodations, reasonable meal and ground transportation expenses. Company shall deliver the airline tickets to North at least seven (7) days prior to the scheduled appearance, and reimburse North for other such expenses within ten (10) days after receipt of the expense receipts.

 

 

g.

Scheduling . All appearances shall be scheduled on dates, times and locations that are mutually agreed upon by Company and North. All such appearances shall be scheduled through North’s duly authorized agent for this project—Fidelity Sports Group, LLC.

 

6.

Use of F2 Wedges/Using F2 Golf Bag. During the Contract Period and within the Contract Territory, North agrees to:

 

 

a.

Wedges. Use Company’s F2 branded wedges when competing professionally, conducting public clinics or outings, participating in public golf events and when appearing at other public functions where it is appropriate to use or have golf clubs at such events (herein “Public Events’).

 

 

Page 5 of 12


 

 

 

b.

Golf Ba g. Use and carry Company’s F2 branded golf bag at all Public Events as defined immediately above. North shall have the right to place a maximum of two (2) non-competitive third party sponsor names/logos that are of a reasonable size on the belly portion of the F2 branded golf bag.

 

 

c.

Irons, Woods, Putter. Use reasonable efforts to use F2 branded irons, woods and putter at all Public Events. For purposes of clarification, North shall not be required to use F2 branded irons, woods and putters.

 

7.

Compensation.

 

a.

Guaranteed Service Fee and Marketing Retainer. In consideration for the rights, services and benefits granted by North hereunder, Company agrees to pay North a non-refundable Guaranteed Service Fee and Marketing Retainer (hereinafter referred to as “Guaranteed Fee”) of fifty-five thousand dollars ($55,000USD) in Contract Year 2011 and seventy thousand dollars ($70,000USD) in Contract Year 2012.

 

The Contract Year 2011 Guaranteed Fee shall be paid as follows:

 

(i)

Twenty-Five thousand dollars ($25,000USD) on or before two days after this Agreement is fully executed.

 

(ii)

Fifteen thousand dollars ($15,000USD) on or before July 1, 2011.

 

 

(iii)

Fifteen thousand


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