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ENDORSEMENT AGREEMENT

Endorsement Agreement

ENDORSEMENT AGREEMENT | Document Parties: CUTTER &| BUCK INC You are currently viewing:
This Endorsement Agreement involves

CUTTER &| BUCK INC

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Title: ENDORSEMENT AGREEMENT
Governing Law: Ohio     Date: 12/9/2005
Industry: Apparel/Accessories     Sector: Consumer Cyclical

ENDORSEMENT AGREEMENT, Parties: cutter &, buck inc
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*Information has been omitted pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission.

Exhibit 10.1

ENDORSEMENT AGREEMENT

THIS AGREEMENT, made and entered into as of this 18th day of October, 2005, is by and between CUTTER & BUCK INC. of 701 North 34th Street, Suite 400, Seattle, Washington 98103 (the “Company”), and CLUB 59, INC. c/o IMG Worldwide, Inc. of IMG Center, 1360 East 9th Street, Suite 100, Cleveland, Ohio 44114-1782 (“Licensor”):

WITNESSETH

WHEREAS, Annika Sorenstam (“Sorenstam”) is recognized as a highly skilled professional golfer;

WHEREAS, Company and ESCH & STAM, INC. entered into an Endorsement Agreement dated as of July 15, 2003, which agreement will expire on December 31, 2006 (the “2003 Agreement”); and

WHEREAS, Company desires to continue to obtain the exclusive rights to use the name, fame, image and athletic renown of Sorenstam in connection with the advertisement and promotion of certain of its products following the expiration of the 2003 Agreement on December 31, 2006; and

WHEREAS, Sorenstam has licensed all such rights to Licensor, along with the right to sublicense such rights to third parties.

NOW, THEREFORE, 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 commencing on January 1, 2007 and concluding December 31, 2011, unless terminated sooner as provided herein.

(b)   “Contract Territory” shall mean worldwide.

(c)   “Contract Year” shall mean the consecutive twelve (12)-month period beginning on any January 1st during the Contract Period.

(d)   “Gross Sales” shall mean total revenues, under generally accepted accounting principles, from sales of the Licensed Products, but does not include any revenue from sales, use or other transaction taxes, duties, handling, graphics, embroidery or shipping.

(e)   “Net Sales” shall mean Gross Sales less Product returns, trade discounts, samples, allowances, value added services, markdowns, customer chargebacks and liquidation sales (substantially discounted and out of ordinary distribution channel) of Licensed Products.

(f)    “Licensed Products” shall mean the “Tournament Collection by Annika”, the “Annika Collection by Cutter & Buck” line of Products, or other similarly named Product lines using the Sorenstam Identification on the Products’ affixed labels, hang-tags or logos.

(g)   “Products” shall mean women’s apparel, including women’s shirts, pants, sweaters, jackets and rainwear.

(h)   “Sorenstam Identification” means the right to use, subject to the provisions hereof, Sorenstam’s name, fame, nickname, initials, autograph, voice, video or film portrayals, facsimile signature, photograph, likeness and image or facsimile image, and any other means of endorsement by Sorenstam used in connection with the advertisement and promotion of the Company and the Products (including the Licensed Products).

2.    Grant of Rights.    In consideration of the remuneration to be paid to Licensor pursuant hereto, Licensor grants to Company and to its authorized distributors and sublicensees the right and license during

 



*Information has been omitted pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission.

the Contract Period to use the Sorenstam Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth herein. Licensor agrees not to grant the right to use the Sorenstam Identification to anyone other than Company in connection with the advertisement and promotion of Products. It is understood that Company, its authorized distributors and sublicensees may not use the Sorenstam Identification in connection with any items for sale or resale, other than the Products as specified herein. The foregoing rights to use the Sorenstam Identification is limited to television, radio and print advertising, advertising published over the Internet (provided such material is limited to advertising or Product promotion only), public relations and marketing materials, point-of-sale displays, free standing inserts, videos shown to customers and consumers, catalogs for customers and consumers, direct mail (including e-mail) and billboards. Company shall ensure that all uses of Sorenstam Identification comply with applicable law.

3.    Prior Approval.    Company agrees that no use of the Sorenstam Identification nor any item used in connection with the Sorenstam Identification (including any Licensed Product) will be made hereunder unless and until the same is approved by Licensor. Licensor agrees that any material, advertising or otherwise, submitted for approval as provided herein may be deemed by Company to have been approved hereunder if the same is not disapproved in writing within ten (10) business days after receipt thereof. Licensor agrees that it will reasonably cooperate with Company and that any material submitted hereunder will not be unreasonably disapproved and, if it is disapproved, that Company will be advised of the specific grounds therefor. If Company desires immediate approval of advertising material hereunder, Company shall have the right to directly contact Licensor’s authorized agent to obtain such approval. Company agrees to protect indemnify and save harmless Licensor, Sorenstam and their authorized agent, or any of them, from and against my and all expenses, damages, claims, suits, actions, judgments and costs whatsoever, arising out of, or in any way connected with any advertising material furnished by, or an behalf of Company, except with respect to any inaccurate information furnished by them expressly for use in such advertising.

4.    Remuneration.    In consideration of the endorsement rights and granted hereunder, Company shall pay to Licensor the annual fees (the “Annual Fee”) in the Contract Years as follows:

Contract Year

 

 

 

Annual Fee

 

2007

 

 

[*]

 

 

2008

 

 

[*]

 

 

2009

 

 

[*]

 

 

2010

 

 

[*]

 

 

2011

 

 

[*]

 

 

 

One-half of the Annual Fee will be due on or before January 10 and July 10 of each Contract Year.

2

 



*Information has been omitted pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission.

5.    Bonuses.    It is agreed that should Sorenstam achieve any of the accomplishments set forth in the following schedule during the Contract Period, then Company will provide Licensor the additional remuneration set forth below for each such accomplishment due to the increased value in the Sorenstam Identification.

Accomplishment

 

 

 

Bonus Amount

 

Major win (Dinah Shore, U.S. Open, British Open, LPGA Championship)  

 

 

[*]

 

 

LPGA Tour Win

 

 

[*]

 

 

PGA Tour Top 20

 

 

[*]

 

 

All Other Event Wins

 

 

[*]

 

 

 

Bonus payments under this Section 5 will be due within forty-five (45) days following the achievement of each of the accomplishments set forth above pursuant to the terms set forth in Section 8 below.

6.    Royalty on Licensed Products.

(a)   Calculation of Royalty Fees .   In addition to the payments provided in Sections 4 and 5, Company will pay to Licensor in U.S. Dollars a fee (“Royalty Fee”) of [*] of the Net Sales of Licensed Products sold by Company directly or through its distributors or sublicensees during the Contract Term.

(b)   Payment of Royalty Fee .   Company will account for and pay the Royalty Fee to Licensor within forty-five (45) days following the end of each fiscal quarter during the Contract Period . Amounts not paid when due will accrue interest from the date due until paid at the rate of one and one-half percent (1.5%) per month or the maximum interest permitted by applicable laws, whichever is less.

(c)   Royalty Report .   Company will deliver to Licensor, at the time each Royalty Fee payment is due, an itemized statement (“Royalty Report”) (i) indicating the total amount of Net Sales of all Licensed Products shipped during the previous fiscal quarter, and (ii) showing the number of Licensed Products sold by category of Product. Company will furnish the required Royalty Report to Licensor whether or not any Licensed Products have been sold during the relevant fiscal quarter. The receipt or acceptance by Licensor of any Royalty Report or of any payments made under this Agreement will not preclude Licensor from questioning the correctness thereof at any time. Licensor reserves the right to audit the calculation of Net Sales provided in the Royalty Report, and Company will cooperate with the Licensor in any such audit request.

(d)   Currency .   Whenever it becomes necessary under this Section 6 to convert a monetary amount from a foreign currency to U.S. Dollars (whether for reporting, statements, or other purposes), such conversion will be made at the average of the currency exchange rates during the applicable reporting period, as derived using the “FX History” Currency Tool, Interbank Rate, currently posted at www.oanda.com (“Conversion Tool”). A conversion for the purpose of calculating a royalty payment pursuant to this Section 6 will be weighted according to the relative amount of net sales within each fiscal quarter. If the Conversion Tool is discontinued or otherwise no longer available, the parties will use such other index or computation that replaces the Conversion Tool or otherwise will result in substantially the same conversion rate as would be obtained by using the Conversion Tool.

(e)   Marketing Commitment .   Company agrees that it will continue in good faith to produce and market Licensed Products in the same manner that it is currently producing and marketing such items as of

3

 



*Information has been omitted pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission.

September 1, 2005 unless Company and Sorenstam believe it is not commercially reasonable to continue to produce and market the Licenced Products.

7.     Services of Licensor.    (a)  If Company desires to utilize the services of Sorenstam as a model in connection with Company advertising to promote its Products or as a part of a special promotional appearance for the Company, Licensor agrees, at the request of Company to provide the services of Sorenstam for two (2) days per Contract Year as mutually agreed upon and at places reasonably convenient to her schedule. Each day shall not exceed five (5) hours unless otherwise agreed upon, Company agrees that it will reim


 
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