EXHIBIT 10.10
[LOGO OF XXXXXX XXXX MARKETING, INC.]
This ("Agreement") is entered into
between Prolong Super Lubricants, Inc., a Nevada corporation (herein "Prolong");
Xxxxxx Racing, Inc., a Texas corporation (herein "Xxxxxx Racing"); and Xxxxxx
Xxxx Marketing, Inc., a California corporation (herein "BDM"); collectively
referred to as the "parties".
1. Sponsorship
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Subject to the terms and conditions herein, Prolong agrees to become a
Major Associate Sponsor of Xxxxxx Racing with respect to one race to be
mutually determined by the parties and seven (7) 1997 NASCAR truck events
as follows:
May 00 Xxx Xxxxxxxxx Xxxxxxxxxxxxx Xxxxxxxx, Xxxxxx, XX
June 00 Xxxxxxxx Xxxxxxxx, Xxxxxxxx, Xxxxxxxxxxxx
July 00 Xxxxxxxxxxxx Xxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx
August 0 Xxxxxxxxxx Xxxxxxxx, Xxxxxxxxxx, Xxx Xxxxxx
August 16 Nashville Speedway USA, Nashville, Tennessee
September 0 Xxxxxxxx Xxxxxxxxxxxxx Xxxxxxx, Xxxxxxxx, Xxxxxxxx
October 00 Xxxxxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxxxxxxx
The parties acknowledge that the 1997 NASCAR truck schedule is subject to
change
2. Term
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The term of this Agreement shall be from the date hereof, through and
including November 30, 1997.
3. Sponsor Identification
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For the consideration described herein, Prolong shall be entitled to the
following rights and benefits:
A. Race Truck. Prolong will receive identification on both sides of the
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race truck and on the front or rear of the race truck, exact sizes and
locations to be mutually determined by the parties.
B. Driver Suit and Crew Uniforms. The driver suits and crew uniforms
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(including fire suits) will include Prolong identification, exact size
and location to be mutually determined by the parties.
Xxxxxx Xxxx Marketing, Inc.
15510 Rockfield Blvd., Suite C, Irvine, CA 00000 (000)000-0000 FAX (000)000-0000
RD 12, Sedgewood, Carmel, NY 00000 (000)000-0000 FAX (000)000-0000
C. Support Equipment. The fuel tank and scoring stand shall include Prolong
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identification.
D. Xxxx Xxxxxx. Xxxx Xxxxxx agrees to permit Prolong to use his photographic
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likeness, name, signature, and initials in conjunction with Prolong's
advertising and merchandising materials for its lubricant products for the
term of this agreement, subject to the approval rights described below. For
the term of this Agreement, Xxxx Xxxxxx shall provide his exclusive
endorsement to Prolong's lubricant products to further promote the
association. Xxxx Xxxxxx shall be available to Prolong for a reasonable
number of appearances at sales meetings and corporate functions during the
term of the Agreement, subject to the schedule and availability of Xxxx
Xxxxxx and Prolong's assumption of the direct expenses incurred by Xxxx
Xxxxxx in attending such meetings and functions.
E. Xxxxx Xxxxxx. In addition, Prolong shall have the right to use Xxxxx
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Xxxxxx' name, photographic likeness, signature and initials in conjunction
with the promotion of Xxxxxx Racing's NASCAR truck team and/or the Kick
Drugs Out of America Foundation, subject to the approval rights described
below. Xxxxx Xxxxxx shall also be available for a reasonable number of
trackside appearances on behalf of Prolong, subject to the schedule and
availability of Xxxxx Xxxxxx.
F. Hospitality Facility. Xxxxxx Racing and BDM shall make available a complete
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hospitality facility for corporate entertaining by Prolong at the eight
NASCAR truck events subject to this Agreement (described above). The direct
expenses associated with such hospitality facility, plus a 7% handling
charge for the inherent costs to BDM for same, shall be at the sole cost
and expense of Prolong.
G. Team Hospitality. Prolong will be given a reasonable number of guest passes
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to the Xxxxxx Racing Team motor home at the eight races described above.
H. Passes. Prolong will be allocated two (2) NASCAR garage passes for each of
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the eight (8) races described above and entered by Xxxxxx Racing. Over-
passes will be made available as required at Prolong's cost.
I. Show Truck. On thirty days prior written notice, Xxxxxx Racing and BDM
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shall have a show truck available for appearances on behalf of Prolong at
sales meetings, corporate functions, and promotions for which Prolong
agrees to pay a daily fee of $1,000.00, direct show truck driver expenses,
and one dollar ($1.00) per mile expense reimbursement.
The provisions for truck site appearances at sales meetings, corporate
functions and other meetings are in all instances subject to the same not
conflicting with race activities.
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4. ADVERTISING, PROMOTIONAL MATERIAL APPROVAL
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All advertising, promotional materials, and press releases containing Xxxx
Xxxxxx' or Xxxxx Xxxxxx' photographic likeness, name, signature, or
initials shall be presented in writing for approval by Xxxx Xxxxxx, Xxxxx
Xxxxxx, and BDM. Xxxx Xxxxxx, Xxxxx Xxxxxx and BDM agree to respond
promptly to every written request for approval, but in no case later than
ten (10) days after the receipt of the request. If no response is received
by Prolong within such ten day period, such materials shall be deemed
approved by Xxxx Xxxxxx, Xxxxx Xxxxxx and BDM. Any disapproval by Xxxx
Xxxxxx, Xxxxx Xxxxxx or BDM of such materials will be accompanied by
specific reasons sufficient in the circumstances to inform Prolong of the
basis for such disapproval.
5. RELATIONSHIP OF THE PARTIES
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Nothing contained in this Agreement shall be construed to create the
relationship of employer and employee or principal and agent, or to create
an agency or partnership or joint venture relationship between the parties
hereto, but rather there shall exist only an independent contractor
relationship among the parties.
6. INDEMNITY
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Xxxxxx Racing agrees to indemnify, defend and hold harmless Prolong and its
directors, officers, employees, and agents from and against any claims,
liabilities, damages and losses, including reasonable attorneys fees
arising from or connected with the actual omissions of Xxxxxx Racing, Xxxx
Xxxxxx, Xxxxx Xxxxxx, or employees or agents of any of them in the
performance of this Agreement. In support of the indemnification provided
by Xxxxxx Racing to Prolong hereunder, Xxxxxx Racing agrees to ensure
Prolong and cause Prolong to be named as an additional insured under one or
more general liability insurance policies with a combined aggregate limit
not to exceed five million dollars ($5,000,000). A certificate of insurance
evidencing same shall be provided to Prolong upon request.
7. COMPENSATION
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Prolong agrees to pay Xxxxxx Racing and BDM for the services and rights
described herein. A sponsorship fee in the amount of one hundred twenty
five thousand dollars ($125,000), payable as follows:
$25,000 payable upon execution of this Agreement
$25,000 payable on or before February 15, 1997
$25,000 payable on or before April 15, 1997
$25,000 payable on or before June 15, 1997
$25,000 payable on or before August 15, 1997
All payments hereunder shall be made to Xxxxxx Xxxx Marketing, Inc. at
00000 Xxxxxxxxx Xxxxxxxxx, Xxxxx X, Xxxxxx, Xxxxxxxxxx 00000.
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8. PROVISION OF RACE VEHICLE
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Xxxxxx Racing and BDM shall make arrangements to provide a race vehicles of
suitable construction and outfitting to meet applicable specifications to
qualify for the 1997 NASCAR truck events specified. Xxxxxx Racing and BDM
shall use its best efforts to cause the race vehicle to be qualified for
and entered into each of the subject eight races. In the event that Xxxxxx
Racing fails to enter or fails to attempt to qualify for any of the eight
events, Prolong shall be reimbursed on a pro rata basis based on the number
of events for which the race vehicle was not qualified relative to the
total number of eight events. If Xxxx Xxxxxx is unable to drive the race
vehicle for any reason, Xxxxxx Racing shall provide, at its own expense, a
substitute driver who shall be experienced, competent, and qualified. A
substitute driver shall be provided only during such periods of time when
Xxxx Xxxxxx is unable to drive the race vehicle.
9. OPTION FOR ADDITIONAL TERM
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Xxxxxx Racing and BDM agree that Prolong shall have the option to become a
Major Associate Sponsor of Xxxxxx Racing for the full 1998 NASCAR Truck
Series and to extend the term of this Agreement to November 30, 1998 by
giving written notice to Xxxxxx Racing and BDM in on or before August 15,
1997 of its intention to so exercise such option. In the event such option
is exercised, Prolong shall have all the rights described herein for the
1998 NASCAR truck events scheduled to be held within said time period,
which are now expected to be twenty-six (26) in number. The sponsorship fee
to be paid in the event the option is exercised by Prolong shall be
mutually negotiated by the parties.
10. ADDITIONAL SPONSORSHIP ASSISTANCE
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In consideration of the sponsorship fee to be paid hereunder, Xxxxxx Racing
and BDM agree to provide sponsorship liaison assistance to Prolong
including:
A. Assisting Prolong with arrangements for pit tours and hospitality,
B. Providing arrangements with respect to the show truck,
C. Coordinating appearances of Xxxx and Xxxxx Xxxxxx on behalf of
Prolong,
D. Developing and implementing a merchandising program involving the
Prolong-Xxxxxx Racing NASCAR truck team and Kick Drugs Out of America
Foundation,
E. Developing and coordinating cross-promotional programs with other
Xxxxxx Racing sponsors,
F. Coordinating the execution of Prolong's on-site program requirements.
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BDM will assist Prolong in hospitality arrangements at each race location
as required by Prolong, including the making of hotel reservations, rooming
lists, meeting arrangements, cocktail and dinner functions, ground
transportation, race credentials and such matters as to which Prolong will
be charged for only the direct expenses there involved plus a 7% handling
fee for the inherent costs incurred by BDM. BDM will assist Prolong with
hospitality and credentials for other professional race car series,
including the NASCAR Winston Cup Series and CART IndyCar series.
11. Assignment
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Neither party shall have the right to assign its rights or obligations
hereunder without the prior written consent of the other party, provided,
however, that Prolong may assign its rights and duties hereunder to any
affiliate of Prolong, provided that such assignment without the prior
written consent of the other party shall not relieve Prolong of any
obligation to make payments hereunder.
12. Notices
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All notices and other communication required or permitted hereunder shall
be sent to the parties by certified or registered mail and shall be deemed
given three days after deposit. All such notices shall be sent to the
parties at the addresses provided below unless any such party provides
written notice of a change of address:
If to Prolong: Prolong Super Lubricants
0000 Xxxxx Xxxxxxx Xxx
Xxxxxxx, XX 00000
Attn: Xx. Xxxxx Xxxxx
If to Xxxxxx Racing: Xxxxxx Racing, Inc.
00000 Xxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Attn: Mr. Xxxx Xxxxxx
If to BDM: Xxxxxx Xxxx Marketing, Inc.
00000 Xxxxxxxxx Xxxx., Xxxxx X
Xxxxxx, XX 00000
Attn: Xx. Xxxx Xxxxx
13. Attorneys Fees
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The prevailing party in any action to enforce the terms of this agreement
shall be entitled to their reasonable attorneys fees and costs.
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14. ENTIRE AGREEMENT
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This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof and supersedes any and all prior
agreements, arrangements, communications or understandings, whether oral or
written. No alteration, change, modification or waiver to this Agreement
shall be valid or binding unless the same is in writing and signed by a
duly authorized representative of the party to be bound thereby.
15. LAW GOVERNING
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This Agreement shall be interpreted and construed according to the laws of
the State of California.
Agreed to and executed on , 1996.
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PROLONG SUPER LUBRICANTS XXXXXX RACING, INC.
By: By:
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Its: Its:
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Fed. Tax I.D. Number:
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XXXXXX XXXX MARKETING, INC.
By:
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Its:
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