United States Ski Association USSA Document

United States Ski and Snowboard Association, Consent and Joinder Agreement

Agreement made on the , between United States Ski & Snowboard Association, a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Association, in favor of and for the benefit of of , hereinafter called Athlete, and , of , in relation to the agreement between them dated (which agreement is referred to hereinafter as the Endorsement Agreement), a copy of which is attached hereto as Exhibit A.

Whereas, the United States Ski & Snowboard Association is the National Governing Body (NGB) for skiing and snowboarding recognized by the United States Olympic Committee (USOC), and is the National Association for skiing and snowboarding in the United States recognized by the International Ski Federation (FIS); and

Whereas, Company desires to obtain commercial endorsement rights of Athlete in accordance with the terms set forth in the Endorsement Agreement attached hereto as Exhibit A, and Athlete desires to confer such commercial endorsement rights; and

Whereas, Athlete is a member of NGB and currently of the U.S. Ski Team or U.S. Snowboard Team, who has entered into a U.S. Ski and Snowboard Team Membership Agreement with NGB, a copy of which is attached hereto as Exhibit B, and incorporated herein by reference; and

Whereas, under the above-referenced Team Membership Agreement between Athlete and NGB, Athlete requires the consent and joinder of NGB to any endorsement agreement before the execution or entry into the same may become valid and enforceable;

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. NGB hereby acknowledges, consents to and joins in the Endorsement Agreement between Athlete and Company, subject to the terms and conditions set forth herein, as well as any applicable terms or limitations set forth in the Team Membership Agreement between Athlete and NGB, which is incorporated herein by this reference.

2. NGB hereby reserves, and Company and Athlete hereby grant to NGB, the right unilaterally to require modification at any time of any provision of the Endorsement Agreement which may, in the sole good faith judgment of NGB, place Athlete’s competition eligibility at risk under any FIS or NGB rules or regulations then in effect. In the event that Athlete and Company receive written notice from NGB of such a required modification, Athlete and Company shall immediately amend the Endorsement Agreement in writing, signed by both parties, to reflect such modification, and shall provide a written copy of such amendment to NGB. NGB’s consent and joinder to the Endorsement Agreement is specifically conditioned, among other things, upon the agreement by Athlete and Company to honor and comply with any such modification required under this consent and joinder. Failure by Company and Athlete to immediately honor and comply with any such requirement of modification may jeopardize Athlete’s NGB and FIS competition eligibility and shall constitute grounds for NGB to terminate Athlete’s Team Membership Agreement, and to remove Athlete from the U.S. Ski Team or U.S. Snowboard Team.

3. NGB hereby disclaims and disavows on its own behalf any and all representations and warranties made by Athlete to Company in connection with the Endorsement Agreement, and similarly disclaims and disavows any representations by Company to Athlete concerning the Endorsement Agreement and any related matters. Athlete understands and agrees that NGB does not warranty or guaranty the performance of any obligation by Company, and further that NGB shall have no liability to him/her for or in connection with any breach or failure to perform any obligation set forth in the Endorsement Agreement by Company, and Athlete hereby waives, releases and agrees to defend and indemnify NGB from and against any claim of such liability. Similarly, Company understands and agrees that NGB does not warranty or guaranty the performance of any obligation under the Endorsement Agreement by Athlete. Company understands and agrees that NGB shall have no liability to Company for or in connection with any breach or failure to perform any obligation set forth therein by Athlete, and Company hereby waives, releases and agrees to defend and indemnify NGB from and against any claim of such liability.

4. Any rights granted to Company under the Endorsement Agreement shall not include any right to reproduce or use in any way any name(s) and/or mark(s) owned by NGB. Such names and marks include, without limitation, the names United States Ski Team and United States Snowboard Team, and any derivations thereof, as well as the U.S. Ski Team and U.S. Snowboard Team “shield” logos, and the NGB logo. To the extent any such name or logo may appear incidentally, in the form of a uniform patch or other similar incidental feature in any photograph or videotape of Athlete, NGB may (at its option) bar Company from utilizing such photograph or videotape if exclusivity has been granted by NGB to any third party for any product or service category in which Company also does business. Under no circumstances shall Company be entitled to highlight any name(s) or mark(s) owned by NGB or make specific reference to any affiliation between Athlete and NGB, the U.S. Ski Team or U.S. Snowboard Team without the prior written consent of NGB. All parties hereto understand and agree that NGB shall be entitled to withhold such consent for any reason, and/or may condition the granting of such consent upon the payment of separate consideration to NGB or its designee.

5. Notwithstanding anything to the contrary in the Endorsement Agreement, Company agrees to remit to NGB, and NGB agrees to receive and administer on behalf of Athlete, all monetary payments and other consideration due to Athlete under the Endorsement Agreement.

6. NGB’s consent and joinder to the Endorsement Agreement is specifically conditioned, among other things, upon:

A. Athlete’s acknowledgment that he/she is solely responsible for negotiating and evaluating the substantive terms of that agreement and for protecting and maximizing his/her rights thereunder, and

B. Athlete’s waiver, release of, and indemnification against any claims against NGB which relate in any way to the substantive terms of the agreement or any failure to perform by any party other than NGB.

7. Athlete and Company agree that any publicity appearance obligations imposed upon Athlete under the Endorsement Agreement shall be subject to Athlete’s schedule of training, competition and other NGB activities and events.

8. Company and Athlete hereby represent and warrant that Company shall not use Athlete’s name, likeness, image, performance or any of Athlete’s other publicity rights in connection with any promotion, marketing, advertising or sale of any product or service for which NGB has granted, or is negotiating for a grant of, exclusivity to any third party. Notwithstanding the foregoing section, Athlete specifically grants to NGB the irrevocable, fully paid up, worldwide right and license to use Athlete’s image in any NGB group licensing promotion. Athlete understands that NGB will exercise this right only in a group basis, i.e. applications involving the use of images of three or more Athletes. The product and service categories in which NGB has granted, or is negotiating for a grant of, exclusivity to any third party are listed on Exhibit C attached hereto, and hereby incorporated by reference.

9. Notwithstanding any provision in the Endorsement Agreement to the contrary, (i) NGB shall have no obligations, responsibilities or liabilities in connection with such agreement other than those specifically set forth in this Consent and Joinder, (ii) this Consent and Joinder shall and does constitute a binding written modification of and to the Endorsement Agreement, and any similar agreement under which Company would acquire or has acquired any endorsement rights of or from Athlete, and (iii) this modification and the Endorsement Agreement itself shall be unalterable absent a written agreement to the contrary signed by Athlete, Company and NGB. This Consent and Joinder shall be binding upon and inure to the benefit of all successors and assigns of NGB, Athlete and Company.

10. 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. Notwithstanding the foregoing, nothing herein shall in any way limit the right of any party hereto to seek preliminary or emergency injunctive relief with respect to any alleged unauthorized use of (i) any names and/or marks owned by NGB or (ii) Athlete’s name, likeness, image, performance or any of Athlete’s other publicity rights.

11. 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.

12. Governing Law

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

13. Notices

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

14. 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.

15. 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.

16. 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.

17. 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.