Product Agreement

Agreement to Endorse Product

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 Owner, and of , hereinafter called Endorser.

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

Whereas, Owner, is the [e.g., manufacturer, marketer and/or distributor of (type of product)] , hereinafter called Product, and desires to obtain the worldwide right to use Endorser’s Endorsement in connection with advertising, marketing and promoting of Product, and Endorser desires to grant such rights to Owner.

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. Competitor: means any and all manufacturers, distributors, developers, marketers or sellers of Product other than Owner.

B. Endorsement: means

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

2. All other identifiers or characteristics that identify Endorser in the mind of the public.

C. Licensed Product: means all Products to which the Endorsement is permanently affixed, or identified with through any Marketing Materials.

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

E. Term: Unless sooner terminated in accordance with the terms hereof, the Term of this Agreement will commence on and will extend through and include .

G. Territory: means the entire world.

2. License to Owner

A. Grant of License: Endorser hereby grants to Owner during the Term the exclusive right and license to use the Endorsement throughout the Territory in connection with (a) the distribution, marketing, advertising, promotion and sale of Product, and (b) the design, development, creation, manufacture, reproduction, distribution, marketing, advertising, promotion, and sale of Marketing Materials and Licensed Products in all channels of trade.

B. Exclusivity: During the Term, Endorser will not participate in any activity for the purpose of or having the effect of directly or indirectly advertising or promoting a Competitor of Owner. Endorser specifically agrees that Endorser will not authorize or permit the use of the Endorsement either (a) in connection with any product in direct or indirect competition with Product or (b) by or for the benefit of a Competitor. Endorser warrants and represents that Endorser has disclosed to Owner he details of any and all conflicts, potential conflicts, and disputes of which Endorser is or should be aware which might compromise or restrict Owner’s ability to utilize the Endorsement or produce Licensed Products as intended by this Agreement.

3. Consideration

For and in consideration of the granting of this License and the other covenants and agreements of Endorser herein, Owner agrees to pay Endorser the sum of $ upon execution of this Agreement.

4. 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.

5. Governing Law

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

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

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