Endorsement Agreement Between Apparel Company and Licensor

Endorsement Agreement Between Apparel Company and Licensor of Professional Athlete

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 Company, , and of , hereinafter called Athlete.

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

Whereas, Company and entered into an Endorsement Agreement dated as of , which Agreement will expire on hereinafter called the Former Agreement; and

Whereas, Company desires to continue to obtain the exclusive rights to use the name, fame, image and athletic renown of Athlete in connection with the advertisement and promotion of certain of its Products following the expiration of the Former Agreement on ; and

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

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

As used in this Agreement, the following terms shall be defined as follows:

A. Contract Period shall mean that period of time commencing on and concluding , unless terminated sooner as provided in this Agreement.

B. Contract Territory shall mean worldwide.

C. Contract Year shall mean the consecutive 12-month period beginning on any 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 charge-backs and liquidation Sales (substantially discounted and out of ordinary distribution channel) of Licensed Products.

F. Licensed Products shall mean or other similarly named Product lines using the name of Athlete Identification on the Products' affixed labels, hang-tags or logos.

G. Product shall mean men and/or women’s apparel, including .

H. 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 the Company and the Products (including the Licensed Products).

2. Grant of Rights

In consideration of the remuneration to be paid to Licensor pursuant to this Agreement, Licensor grants to Company and to its authorized distributors and sub-licensees the right and license during the Contract Period to use the solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement. Licensor agrees not to grant the right to use the to anyone other than Company in connection with the advertisement and promotion of Products. It is understood that Company, its authorized distributors and sub-licensees may not use the in connection with any items for sale or resale, other than the Products as specified in this Agreement. The foregoing rights to use the 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 comply with applicable law.

3. Prior Approval

Company agrees that neither use of the (Name of Athlete) nor any item used in connection with the (including any Licensed Product) will be made under this Agreement unless and until the same is approved by Licensor. Licensor agrees that any material, advertising or otherwise, submitted for approval as provided in this section may be deemed by Company to have been approved under this section if the same is not disapproved in writing within business days after receipt of the material. Licensor agrees that it will reasonably cooperate with Company and that any material submitted under this section will not be unreasonably disapproved and, if it is disapproved, that Company will be advised of the specific grounds for disapproval. If Company desires immediate approval of advertising material, Company shall have the right to directly contact Licensor's authorized agent to obtain such approval. Company agrees to protect, indemnify and hold harmless Licensor, Athlete and their authorized agents, 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 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 granted under this Agreement, Company shall pay to Licensor the annual fees (the Annual Fee) in the Contract Years in accordance with the Schedule attached hereto as Schedule A. One-half of the Annual Fee will be due on or before and of each Contract Year.

5. Bonuses

It is agreed that should Athlete achieve any of the accomplishments set forth in Schedule B attached hereto during the Contract Period, then Company will provide Licensor the additional remuneration set forth therein for each such accomplishment due to the increased value in the . Bonus payments under this Section Five will be due within days following the achievement of each of the accomplishments set forth above pursuant to the terms set forth in Section Eight below.

6. Royalty on Licensed Products

A. Calculation of Royalty Fees.

In addition to the payments provided in Sections 4 and Section 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 sub-licensees during the Contract Term.

B. Payment of Royalty Fee.

Company will account for and pay the Royalty Fee to Licensor within 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 % 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):

1. Indicating the total amount of Net Sales of all Licensed Products shipped during the previous fiscal quarter, and

2. 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 their correctness 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 currently posted at (the 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 unless Company and Athlete believe it is not commercially reasonable to continue to produce and market the Licensed Products.

7. Services of Licensor

A. If Company desires to use the services of Athlete 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 Athlete for days per Contract Year as mutually agreed upon and at places reasonably convenient to his schedule. Each day shall not exceed hours unless otherwise agreed upon. Company agrees that it will reimburse Licensor for all reasonable travel, lodging and meal expenses incurred by Licensor or Athlete in connection with such services. Licensor agrees to use its best efforts to cause to make appearances at Company's booth at in , each Contract Year during the Contract Period. If Athlete is unable to attend in any Contract Year, Licensor agrees that it will provide Athlete’s services for minutes in such Contract Year at a mutually agreed upon time and location. If Athlete retires from competitive during the Contract Period, Licensor agrees that Athlete will provide Company with an additional service day per Contract Year starting in the Contract Year Athlete retires from competitive playing. Company further understands that failure to use services of Athlete pursuant to this Section shall not result in any reduction in payments to Licensor under this Agreement nor may the obligation to provide services be carried forward or backward to any Contract Year. The obligations of Licensor to provide services of Athlete under this Agreement are subject to the condition that payments to Licensor are current and up to date.

B. Should Company use in television advertising to promote Company's Products, Company will make all applicable required union scale and pension and welfare payments.

C. During the Contract Period, Athlete shall wear Company Products at all professional events and at all media appearances where appropriate. It is agreed that the logo or name of Company (the Company Logo) shall be affixed to the locations of all Company Products that Athlete wears, when he plays professional . Company agrees that it will be responsible for, and the cost of, affixing the Company Logo on all such Company Products. Company acknowledges that other locations on Athlete’s Products are reserved for Licensor's other sponsors. Furthermore, Company understands that if participates in a special team event where there is an official uniform, then Athlete is permitted to wear such uniform during such event (e.g., (examples of special events) ).

D. During each Contract Year, Company shall supply Athlete with sufficient quantities of Company's Products (at least pieces of apparel) which are entirely suitable for Athlete use in professional competition so he can wear such apparel while he plays professional . Company agrees to pay all charges in connection with the delivery of Products to Athlete, including shipping charges, air-freight charges and customs charges. Company agrees to reimburse Athlete's authorized agent for all such reasonable expenses incurred by it in connection with the transfer of Products and clothing to Athlete.

E. On a semi-annual basis, Athlete shall provide to Company colors and styling suggestions for the Licensed Products that Company wishes to produce. Before each season is finalized, Company will provide Licensor with the right to review the design materials for the upcoming season, including color images and fabric samples. The Company will, in good faith, consider any suggestions by Athlete before finalizing the Product line, with such review and consideration to constitute Licensor's approval as contemplated in this Agreement.

8. Payments

All payments shall be made by wire transfer drawn to the account of Licensor as set forth in Schedule C attached hereto. 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 section are in United States dollars.

9. Authorized Agent

Licensor designates , of , as his authorized agent for all purposes under this Agreement. All notices or submissions to be made or delivered by Company to Licensor pursuant to this Agreement shall be delivered to the agent's above address free of all charges such as, for example, shipping charges and customs charges. If any such charges are paid by Licensor or by its authorized agent, Company agrees to make prompt reimbursement. All notices or submissions to be made or delivered to Company pursuant to this Agreement shall be delivered to Company, at , Attention: .

10. Default

A. If either party at any time during the Contract Period shall:

1. Fail to make any payment of any sum of money specified in this Agreement to be made; or

2. Fail 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 a default under Clause 1 above, if such payment is not made within business days after the defaulting party shall have received written notice of such failure to make payment; or, as to a default under Clause 2 above, if such other default is not cured within days after the defaulting party shall have received written notice specifying in reasonable detail the nature of such default.

In order to be a sufficient notice under this Section, any such written notice shall specify in detail each item of default and shall specify the provision of this Agreement which applies to each item of default, and shall specify in detail the action the defaulting party is required to take in order to cure each item of default. The termination rights set forth in this section shall not constitute the exclusive remedy of the non-defaulting party under this Agreement, however, and if default is made by either party under this Agreement, the other party may resort to such other remedies as such party would have been entitled to if this section had been omitted from this Agreement, subject to the terms of this Agreement. Termination under the provisions of this section shall be without prejudice to any rights or claims which the terminating party may otherwise have against the defaulting party, and if Company is the defaulting party, Company shall be responsible for any and all payments due under the terms of this Agreement in addition to other liabilities set forth above.

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

11. Use of Athlete Identification after Termination

A. Except as provided in Paragraph B of this Section 11, from and after the termination of the Contract Period, all of the rights of Company to the use of the shall cease absolutely and Company subsequently shall not use or refer to the in advertising or promotion in any manner whatsoever. Except as provided in Paragraph B below, it is further agreed that following termination of the Contract Period, Company 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 .

B. Liquidation of Inventory

1. Company may liquidate and sell its inventory of Licensed Products (including any inventory then in Production) for a period of days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Royalty Fee as provided in Section 6 above, and will deliver the Royalty Report with respect to such liquidation sales within days following the end of such -day period.

2. If Company has not disposed of all Licensed Products as provided in Subparagraph B-1 above by the end of the -day period, Company, at its option, may either:

a. Remove or obliterate entirely from such Licensed Products (and any labels, tags, riders and the like) all references to any , and then sell the same; or

b. Destroy all such remaining Licensed Products.

12. Trademarks

Company agrees that it will not file, during the Contract Period or afterward, 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 or any mark, design or logo intended to obtain any rights to or to identify Products as being endorsed by Athlete . If, prior to commencement of the Contract Period, Company has filed one or more applications for registration of any such trademark, or otherwise has obtained any rights to such trademark, Company agrees to cause such applications and trademarks to be assigned and transferred to Licensor as soon as possible.

13. Reservation of Rights

All rights not specifically granted in this Agreement to Company shall remain the property of Licensor to be used in any manner Licensor deems appropriate. Company understands that Licensor bas reserved the right to authorize others to use the within the Contract Territory and during the Contract Period in connection with all tangible and intangible items and services other than Products themselves. Licensor is not aware of any such rights that would conflict with the nature or image of Company Products.

14. Indemnity

Company agrees to protect, indemnify and hold harmless Licensor, and their authorized agents, 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 Company, any advertising material furnished by, or an behalf of, Company, or any claim or action for personal injury, death or other cause of action involving alleged defects in Company's Products or services. Company agrees to provide and maintain, at its own expense, general commercial and product liability insurance with limits no less then $ and naming Licensor and Athlete as additional named insureds. Within days after the date of this Agreement, Company will submit to Licensor evidence of such policy, requiring that the insurer shall not terminate or materially modify such policy without written notice to Licensor at least days in advance of such termination or modification.

15. Right of Termination

Company shall have the right to terminate this Agreement, upon written notice to Licensor, if the commercial value of the is substantially reduced because Athlete:

A. Has been charged with illegal or immoral conduct which could result in a felony conviction and such charges have not been dismissed or terminated within days; or

B. Fails an officially sanctioned drug test or is criminally convicted of any felony or drug related offense. Any termination pursuant to this Section shall become effective on the day next following the date of receipt by Licensor of Company's written notice to so terminate.

16. Contract Extension

Due to long Product development lead times, Company and Licensor agree to begin discussions for the renewal of this Agreement by . All terms of the Agreement will remain in effect until its expiration on . The terms of this Agreement will automatically commence on and expire on ...

17. Limited Liability

Notwithstanding anything to the contrary in this Agreement, if Company incurs any expenses, damages or other liabilities (including, but not limited to, reasonable attorney's fees) in connection with the performance or nonperformance of any term or provision of this Agreement, Licensor's liability to Company shall not exceed the remuneration, excluding reimbursement of expenses, actually paid to Licensor by Company. In no event will Licensor be liable for any indirect, incidental, reliance, special or consequential damages arising out of the performance or nonperformance of this Agreement, whether or not Licensor had been advised of the possibility of such damages. It is understood that Athlete is not a party to this Agreement and has no liability under this Agreement but is an intended specific third-party creditor beneficiary of this Agreement.

18. Severability

If any provision of this Agreement shall be declared illegal, invalid, void or unenforceable by any judicial or administrative authority, the validity of any other provision and of the entire Agreement shall not be affected by such declaration.

19. 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 Licensor and Company. 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 person.

20. 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.

21. Governing Law

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

22. 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.

23. 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.

24. 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.

25. 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.

26. 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.

27. 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.

In this contract, 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.

By: