EXHBIT 10.1
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CONTENDER-EVERLAST
Agreement
1.
PARTIES.
Everlast Worldwide Inc. ("EWI"); and Contender Partners LLC
and Tournament of Contenders LLC ("CONTENDER")
2.
SERIES.
"The Contender" reality television series being produced by
Contender.
3.
PURPOSES.
3.1
Establish
"Contender"
hang-tag
branding for initial line of
EWI-licensed
sports
apparel,
shoes
and
equipment
("EWI/CONTENDER
PRODUCT") to be sold for sale
exclusively in
"Footlocker"-stores
worldwide for a period of six months (the
"INITIAL
PERIOD"),
commencing
October 15, 2004.
Footlocker
shall be the exclusive
sportswear
retailer for the Contender
series
and
will
not do
in-store
promotions
or any
other
sportswear
retail
merchandising for any other boxing reality
television show during the Initial
Period.
After the Initial
Period,
with
Contender
approval,
EWI would
like to extend
opportunities
to other retailers
(neither party obligated to
do so).
3.2
EWI shall be the Series'
exclusive
supplier
(subject to any
pre-existing
contracts
of any boxers
signed for
Series) of
"BOXING
EQUIPMENT"
(i.e.,
boxing gloves,
heavy bags, speed
bags,
bag
platforms,
boxing
trunks,
protective
headgear,
protection
cups,
mouthpieces,
hand wraps, and boxing rings)
throughout production.
All Boxing Equipment to be supplied at
no cost to the Series.
Subject to any fighter's
pre-existing
contractual obligations (if any) and any statutory obligations
(e.g., California State Athletic Commission requirements), all
competing
brand
product
logos of Boxing
Equipment
will be
removed,
covered or
"blurred"
upon airing of the
Contender
shows.
3.3.
EWI will not act as a sponsor, featured supplier, or otherwise
endorse any other
reality-type
television
show until twelve
months after airing of last
first-run
episode of the Series,
nor
will
Everlast
co-brand
(e.g.,
with
a hang
tag)
any
products
with such
another
show.
(The
foregoing
does not
preclude EWI from supplying
Boxing
Equipment to such another
show during the
restricted
period,
but
Everlast
shall not
receive prominent mention [e.g., a credit other than a nominal
"thank you"-type end credit] in connection therewith.)
3.4
EWI
and
Contender
to work in good
faith
with
respect
to
additional licensing program for "Everlast-Contender"
branded
products.
3.5
All EWI/Contender
Product sold to Footlocker (except for Lady
Footlocker
product and existing in Champs
Sports) during the
Initial Period shall have the Contender hang tag as referenced
in 3.1.
3.6
Contender
shall be free to brand
products
other than Boxing
Equipment,
activewear,
shoes and
T-shirts
(the
"EXCLUSIVE
CATEGORIES"),
whether
manufactured
or
licensed.
EWI's
exclusivity in the Exclusive
Categories
shall continue until
such
time as EWI
ceases
business
in
such
an
Exclusivity
Category, or until the end of the first
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12-month
period
in
which
there
is no
meaningful
revenue
generated for Contender in any such Excluded
Category
(other
than Boxing Equipment), at which time Contender shall have all
rights in such
Excluded
Category
(subject
to a
reasonable
sell-off period).
Further, if Everlast does not distribute in
a given territory at any time during its
exclusivity
period,
Contender
shall be free to exploit such territory even in the
Excluded Categories.
3.7
EWI shall supply reasonable
amounts of EWI/Contender
Product
for
use by
people
appearing
in the
show.
Certain
of the
EWI/Contender
Product will appear
integrated
naturally into
the series (e.g., certain of the fighters may wear one or more
EWI-branded
products),
but the
amount
and
extent
of such
appearance
shall always be subject to personal
choice of the
fighters and Contender's final determination of the content of
each
episode.
EWI
shall
receive
an
end-title
credit
in
connection
with
all
episodes
of the
series
for
which it
supplies Boxing Equipment.
3.8
Provided that Footlocker buys at least $3 million
(wholesale)
of EWI/Contender
Product for the Initial Period:
(a) Subject
to
network
approval
as to
form,
Footlocker
will
also be
accorded
a credit in the
