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AGREEEMENT
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BETWEEN:
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LA SOCIETE 421
PRODUCTIONS, anonymous
Partnership and
legal person lawfully established under Belgian law, having its
headquarters at 479 avenue Louise in Brussels, represented by its
Chief Executive, Mr. Henri Leconte.
(hereinafter
designated as “PRODUCTIONS”.)
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XL GENERATION
AG, legal person lawfully established under Swiss law, having its
headquarters at 32 Sumfpstrasse, Zug, Switzerland, represented by
Alain Lemieux, its president, duly authorized under the present as
declared by signing this agreement;
(hereinafter
designated as “XLG”.)
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IT HAS BEEEN
PREVIOUSLY EXPOSED WHAT FOLLOWS:
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Mr. Henri
Leconte ceded to PRODUCTIONS, the exclusivity in every country of
the world for his professional and athletic involvements, notably
the right to use his name and image for marketing and publicity
purposes.
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XLG has
developed a patented technology in synthetic sport flooring used
notably for the practice of tennis but as well for other sports
such as football and rugby. (the
“PRODUCTS”).
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PRODUCTIONS has
assured XLG that it could help it to promote and market the
synthetic sport flooring to tennis courts(hereinafter designated as
“Tennis Product”) by using the name and image of Henri
Leconte in his quality as a professional athlete.
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2
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It is in these
conditions that XLG proposed to PRODUCTIONS to enter in agreement
with the latter to use, exclusively, the name and image of Henri
Leconte in his quality as a professional athlete, for usage towards
the promotion and marketing of the tennis product (synthetic sport
flooring).
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As well, it has
been proposed to Mr. Henri Leconte to intervene in the capacity of
a negotiator to initiate and promote the marketing of the Tennis
Product amongst all natural and legal persons, following the
conditions and modalities foreseen hereinafter.
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THEREFORE, THE
PARTIES HAVE AGREED AS FOLLOWS:
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Rights
Ceded: The
reproductions rights of the juridical personality by printing
press, photography, and any other known or unknown technical means
to this day.
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Exploitation: Usage and exclusive exploitation , marketing, or
promotional material.
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Material: Any marketing and/or promotional material
concerning the Tennis Product, patented technologies, or benefiting
of an intellectual property for synthetic sport flooring used for
tennis courts excluding any other usages.
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Personality: The name, person, and image of Mr. Henri
Leconte, ceded originally to PRODUCTIONS, Intervener, as es
quality representative of any and/or all attributes of the
personality of Henry Leconte.
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Prestation concerned
: Usage of the name, image of the
player Mr. Henri Leconte, as well as the Intervention of Mr. Henri
Leconte via PRODUCTIONS in his capacity as intermediary and
negotiator in the commercialization of the Tennis
Product.
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Territory: The whole world.
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2.1 Subject to
the terms and conditions established hereinafter, the
present
agreement
purposely entails on a double account to Mr. Henri Leconte via
PRODUCTIONS to be aware that:
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Regarding the
Rights Ceded, the usage of the image of Mr. Henri Leconte to
promote and commercialize the Tennis Product against a remuneration
convened hereinafter;
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3
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The personal
intervention of Mr. Henri Leconte via PRODUCTIONS in the
negotiation and commercialization of the Tennis Product amongst any
persons, against a sales commission, distinct from the remuneration
foreseen in 2.1.1, convened hereinafter;
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The parties
recognize that these are two separate agreements, the termination
or cancellation of one will not automatically bring forth the
termination or cancellation of the other.
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USAGE OF THE NAME AND IMAGE OF MR.HENRI
LECONTE
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3.1
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PRODUCTIONS
commit itself in providing, to XLG, under the conditions of
exclusivity defined hereinafter for the Territory, the prestation
of Mr. Henri Leconte:
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For the takings
of photographic shots necessary to the usage of the name and image
of Mr. Henri Leconte and to the promotion of the concerned
prestation accordingly to a concerted choice and following an
agreement between parties.
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For any other
promotional, marketing or press event required by XLG or by any of
its manufacturers or distributors where the presence of Mr. Henri
Leconte would be desired.
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3.2
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The takings of
photographic shots will take place on the day and hour arranged by
agreement between parties unless XLG acquires directly from a
photographic agency designated by Mr. Henri Leconte the foresaid
rights of usage and exploitation of the photographic shots for the
reproduction of the image of Mr. Henri Leconte.
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The usage of
the name and image of Mr. Henri Leconte will be permitted towards
any publicity, promotion, marketing of any sort whether it includes
the website of XLG, manufacturers or distributors authorized by
XLG, solely and exclusively for towards the promotion and
commercialization of the Tennis Product.
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3.4
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The entirety of
the material using the name and image of Mr. Henri Leconte
shall require the latter’s for approval before any use,
which can be upheld only under reasonable
circumstances.
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3.5
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PRODUCTION
assures XLG of the availability and agreement from Mr. Henri
Leconte towards participating to exhibition games or tournaments,
within any places in the Territory, for a distinct remuneration to
those mentioned in the said agreement
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4
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The games or
tournament will be fixed upon mutual agreement bearing in
consideration the professional and/or personal availability of Mr.
Henri Leconte and following a previously agreed calendar within at
least six (6) weeks prior to the occurring of the said
activities.
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XLG will take
financial responsibility of the travel expenses, including local
transfers and stays of Mr. Henri Leconte and two accompanying
individuals at the latter’s discretion but still requiring
the approval from XLG which can be upheld only under reasonable
circumstances.
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XLG reserves
itself the right to demand a budget of expenses before any events
or tournament and XLG reserves itself the right, without any
justification, to decline the presence of Mr. Henri Leconte towards
any games or tournaments.
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All air
transportation shall be done in Business class.
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Hotel
accommodation shall in 4 Star Hotels, including full board, as
recognized by international standards.
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All motorized
transportation shall be with a chauffeur and with a luxury
vehicle.
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All train
transportation shall be done in first class.
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Depending on
the availability of Mr. Henri Leconte, whenever his presence shall
be required by XLG, a manufacturer of XL or a distributor with the
exception of exhibition games and tournament, no remuneration shall
be me made to PRODUCTIONS or to Mr. Henri Leconte except those
mentioned in par. 3.5.3.1 to 3.5.3.4.
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XLG commits
itself to pay to Mr. Henri Leconte a sum of 1 euro for every meter
square of Tennis product sold and paid across the Territory against
the rights for XLG, the manufacturers , the distributors and
authorized agents to use the image and name of Mr. Henri Leconte
towards the promotion of the Tennis product.
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5
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MR.
HENRI LECONTE VIA PRODUCTIONS ACTINGS A NEGOTIATOR AND INTERVENANT
IN THE CONTEXT OF THE SELLING OF THE TENNIS
PRODUCT
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Without
creating any obligations for Mr. Henri Leconte and PRODUCTIONS, the
two parties commit, under their best efforts, to initiate and
promote the selling of the Tennis Product, precisely in the
following places, notably France, Benelux, Poland, Italy, Bulgaria,
Morocco, the United Kingdom, within the European Union, and the
Middle East. The parties shall not be limited to any given region
and may proceed towards endeavors and completions of sales within
the Territory.
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XLG shall be
obliged to advise all manufacturers and distributors located within
the Territory of the existence of the present agreement and of
their respective obligations towards Mr. Henri Leconte regarding
the payments of royalties. These persons shall be advised of their
possible required collaboration with PRODUCTIONS or Mr. Henri
Leconte in the purpose for selling to a specific client.
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For any sales
initiated and rendered by Mr. Henri Leconte for which he would have
had an active function in the negotiations, PRODUCTIONS shall be
paid a royalty of 5 euros for every square meter sold.
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The royalty
shall be payable by the distributor or the responsible intermediary
for sales. In addition, every earned royalty and payable to
PRODUCTIONS is, by the present agreement, is guaranteed by
XLG.
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PAYMENTS METHOD FOR FEES AND
ROYALTIES
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The fees and
royalties foreseen in the Image and Sales section shall be payable
4 times per year notably on the 15 th of April, 15
th of August, 15 th of October and 15
th of February
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