Endorsement Agreement

This Agreement (the Agreement) is made as of by and between , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as AEM, and of , hereinafter called Athlete.

Whereas, Athlete is a well-known professional Athlete whose Endorsement has commercial value; and

Whereas, AEM, a well known manufacturer, marketer and distributor of high quality consumer products, desires to obtain the worldwide right to use Athlete’s Endorsement and services in connection with advertising, marketing and promoting its products and services, and Athlete desires to grant such rights to AEM.

Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Definitions

A. Contract Year means each 12-month period beginning on during the Term.

B. Competitor means any and all manufacturers, distributors, developers, marketers or sellers of Products other than AEM.

C. Endorsement means

1. Athlete’s name, nickname, likeness, voice, live or recorded performance, photograph, signature or facsimile thereof, or biographical information;

2. Any and all trademarks, service marks, trade names, domain names, rights of publicity, copyrights, designs or other intellectual property owned by or on behalf of Athlete; or

3. All other identifiers or characteristics that identify Athlete in the mind of the public.

D. Licensed Products means all Products to which the Endorsement is permanently affixed, except where AEM obtains the right to use the Endorsement from an organization holding such rights (e.g. athletics association, Olympic organizing committee, etc.).

E. Marketing Materials means any and all marketing, sales, advertising, publicity and promotional materials and sales aids produced by AEM including all forms of marketing and advertising in whatever medium whether now known or hereafter created.

F. Services and Products shall mean (describe products and services)

G. Athlete’s Identification means the right to use, subject to the provisions of this Agreement, Athlete'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 Athlete used in connection with the advertisement and promotion of AEM's Services and Products.

H. Contract Territory shall mean worldwide.

2. Grant of Rights

In consideration of the remuneration to be paid to Athlete pursuant to this Agreement, Athlete grants to AEM the right and license during the Contract Period to use the Athlete’s Identification solely in connection with the advertisement and promotion of AEM's Services and Products within the Contract Territory. It is understood that AEM may not use the Athlete’s Identification in connection with any items for sale or resale, other than AEM Services and Products as specified in this Agreement. The foregoing rights to use the Athlete Identification is limited to television, radio and print advertising, advertising published over the Internet (provided such material is limited to advertising only), public relations materials, point-of-sale displays, free standing inserts, direct mail and billboards. AEM shall ensure that all uses of the Athlete Identification comply with applicable law.

3. Prior Approval

AEM agrees that neither use of the Athlete Identification nor any item used in connection with the Athlete Identification will be made under this Agreement unless and until the same has been approved by Athlete. Athlete agrees that any material, advertising or otherwise, submitted for approval as provided in this Agreement may be deemed by AEM to have been approved under this Agreement if the same is not disapproved in writing within business days after receipt of the material. Athlete agrees that any material submitted under this Agreement will not be unreasonably disapproved and, if it is disapproved, that AEM will be advised of the specific grounds for such disapproval. If AEM desires immediate approval of advertising material under this Agreement, AEM shall have the right to directly contact Athlete's authorized agent to obtain such approval. AEM agrees to protect, indemnify and save harmless Athlete and his authorized agent, or any of them, from and against any 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 on behalf of, AEM.

4. Services of Athlete

A. If AEM desires to use the services of Athlete at an AEM sponsored event, Athlete agrees to make one personal appearance as mutually agreed upon and at places reasonably convenient to his schedule. Such appearances shall not exceed hours unless otherwise agreed upon. AEM further understands that failure to use services of Athlete pursuant to this Section shall not result in any reduction in payments to Athlete under this Agreement nor may the obligation to provide services be carried beyond the Contract Period. The obligation of Athlete to provide his services is subject to the condition that payments to Athlete are current and up to date.

B. If AEM desires to use the services of Athlete for a -hour commercial taped tie-in with AEM, Athlete and AEM must mutually agree upon a reasonable time and place of commercial activity.

C. If AEM desires to use the services of Athlete as a model in connection with AEM advertising to promote its products in excess of personal appearance and the commercial -hour tie-in as mutually agreed upon and at places reasonably convenient to his schedule, each additional appearance will be at a rate of $ per day. Any additional appearances by Athlete at per day and shall be subject to Athlete's sole approval, no matter how arbitrary or capricious Athlete might be in refusal. Such appearances shall not exceed hours unless otherwise agreed upon. AEM agrees that it will reimburse Athlete for all reasonable travel, lodging and meal expenses incurred by Athlete in connection with such services. AEM further understands that failure to use services of Athlete pursuant to this Section shall not result in any reduction in payments to Athlete under this Agreement nor may the obligation to provide services be carried beyond the Contract Period. The obligation of Athlete to provide his services is subject to the condition that payments to Athlete are current and up to date.

D. Should AEM use Athlete in television advertising to promote AEM's Services, AEM will make all applicable required union scale and pension and welfare payments.

E. If AEM confirms Athlete availability and an illness, injury or other cause beyond Athlete's control prevents Athlete's appearance on that date, then the parties will reschedule for another date, subject always to Athlete's prior bona fide commitments. Athlete's non-appearance for any of the foregoing reasons is not a breach of this Agreement and Athlete is not responsible for any expenses incurred by AEM in connection with that non-appearance.

5. Marketing Rights

The general marketing rights are as follows:

A. During the Contract Period, AEM is granted use of Athlete's likeness and facsimile in advertising and promotion of AEM.

B. During the Contract Period, Athlete shall make personal appearance (not to exceed hours). Athlete and AEM will mutually agree upon the nature of the appearances (which may include but are not limited to speaking engagements, exhibitions, and appearances at corporate meetings). Time and place of appearances are to be mutually agreed upon by Athlete and AEM.

6. Payments

AEM shall pay a base fee of $ upon execution of this Agreement. For additional appearances above and beyond the guaranteed personal appearance and commercial tie-in, AEM shall pay Athlete within days of the execution of this Agreement. Athlete may elect to have payments made by check, wire transfer, or bank transfer. Unless such election has been made in writing, all payments shall be made by check drawn to the order of . Past due payments under this Agreement shall bear interest at the rate of: (a) % per month; or (b) the maximum interest rate permissible under law, whichever is less. All amounts in this Agreement are in United States dollars.

7. Authorized Agent

Athlete designates as his authorized agent for all purposes under this Agreement. All notices of submissions to be made or delivered by AEM to Athlete pursuant to this Agreement shall be delivered to agent at free of all charges such as, for example, shipping charges and customs charges. If any such charges are paid by Athlete or by his authorized Agent, AEM agrees to make prompt reimbursement.

8. Default

A. If either party at any time during the Contract Period shall: (i) fail to make any payment or any sum of money specified in this Agreement to be made; or (ii) fails to observe or perform any of the covenants, agreements or obligations under this Agreement (other than the payment of money), the non-defaulting party may terminate this Agreement as follows: as to clause (i) above, if such payment is not made within days after the defaulting party shall have received written notice of such failure to make payment; or as to clause (ii) above, if such default is not cured within days after the defaulting party shall have received written notice specifying in reasonable detail the nature of such default.

B. If AEM shall become bankrupt or insolvent, or if AEM's business shall be placed in the hands of a receiver, assignee or trustee, whether by voluntary act of AEM or otherwise, the Contract Period shall, at the election of Athlete, immediately terminate.

9. Termination for Cause

Athlete may terminate this Agreement for cause as follows:

A. ’s Prohibition. If during the term of this Agreement, or any other authorized group of mandates against Athlete from fulfilling his responsibilities pursuant to this Agreement, Athlete will be permitted to terminate this Agreement for cause and have no monetary obligations to AEM going forward.

B. Conduct Unbecoming. To the extent AEM engages in any conduct or activity that sheds a negative or disparaging light on AEM or Athlete, then Athlete may terminate this Agreement for cause.

10. Representation

AEM represents and warrants that its business is in good standing and not currently in violation of any federal, state, or local laws, regulations, rules or ordinances.

11. Confidentiality

AEM agrees that compensation paid to Athlete is private, confidential, and a trade secret. AEM also agrees that violation of such confidentiality is hard to determine and AEM also agrees to $ as liquidated damages should AEM violate Athlete's confidentiality.

12. Use of Athlete’s Identification after Termination

From and after the termination of the Contract Period, all of the rights of AEM to the use of the Athlete’s Identification shall cease absolutely and AEM shall not subsequently use or refer to the Athlete’s Identification in advertising or promotion in any manner whatsoever. It is further agreed that following termination of the Contract Period, AEM shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the Athlete’s Identification.

13. Trademarks

AEM agrees that it shall not file, during or after the Contract Period, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the Athlete’s Identification or any mark, design or logo intended to make reference to Athlete. If, prior to commencement of the Contract Period, AEM has filed one or more applications for registration of any such trademark, or otherwise has obtained any rights to such trademark, AEM agrees to cause such applications and trademarks to be assigned and transferred to Athlete as soon as possible.

14. Reservation of Rights

All rights not specifically granted to AEM in this Agreement shall remain the property of Athlete to be used in any manner Athlete deems appropriate. AEM understands that Athlete has reserved the right to authorize others to use the Athlete’s Identification within the Contract Territory and during the Contract Period in connection with all tangible and intangible items and services other than the Services specified in this Agreement.

15. Indemnification

AEM and Athlete mutually agree to protect, indemnify and hold harmless the other party, and its authorized agent, or any of them, from and against any and all expenses, damages, claims, suits, actions, judgments and costs whatsoever, including reasonable attorney's fees, arising out of, or in any way connected with, actions or omissions of the indemnifying party, any advertising material furnished by, or on behalf of, such party, or any claim or action for personal injury, death or other cause of action involving alleged defects in such party's services or products. AEM agrees to provide and maintain, at its own expense, general commercial and errors and omissions insurance with limits no less than $ and naming Athlete as an additional named insured. Within days from the date of this Agreement, AEM will submit to Athlete evidence of such policy, requiring that the insurer shall not terminate or materially modify such policy without written notice to Athlete at least days in advance of such termination of modification.

16. Limited Liability

Notwithstanding anything to the contrary in this Agreement, if AEM incurs any expenses, damages or other liabilities (including, but not limited to, reasonable attorney's fees) in connection with the performance or non-performance of any term or provision of this Agreement, Athlete's liability to AEM shall not exceed the remuneration, excluding reimbursement of expenses, actually paid to Athlete by AEM. In no event will Athlete be liable for any indirect, incidental, reliance, special or consequential damages arising out of the performance or non-performance of this Agreement, whether or not Athlete had been advised of the possibility of such damages.

17. No Joint Venture

This Agreement does not constitute and shall not be construed as constituting an association, partnership, joint venture or relationship of principal and agent or employer and employee between Athlete and AEM. Neither party shall have any right to obligate or bind the other party in any manner whatsoever, and except as expressly set forth in this Agreement; nothing contained in this Agreement shall give, or is intended to give, any rights of any kind to any third person.

18. Severability

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

19. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

20. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

21. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

22. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

23. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

24. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

25. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

26. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

27. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.