EXHIBIT 6.1
Agreement made as of the 25 day of October, 1999, by and between the National
Association of Junior Golfers (NAJG), a Florida not-for-profit corporation, with
the principal offices at 00000 X.X. Xxxxxxx Xxx, Xxxxx 000, Xxxxx Xxxx Xxxxx,
Xxxxxxx, and Gifts of Learning Foundation, Inc., a Florida corporation, doing
business as Kids Golf, with offices at XX Xxx 00000, Xxxx Xxxxx Xxxxxxx, Xxxxxxx
("licensee").
Term and Termination
The term of this agreement shall be for three (3) years from the signing date of
this agreement.
Grant of License
The NAJG hereby grants to Licensee the following:
o Use of the "National Association of Junior Golfers" name and trademark
o Use of the NAJG logo and the letters "NAJG"
o Endorsement quote(s) from the NAJG, including, but not limited to, a
press release issued by NAJG announcing this agreement
o One-time free usage and fulfillment of NAJG mailing list (at NAJG's
expense), including endorsement letter from NAJG
o Free access to the NAJG mailing list (fulfillment at licensee's
expense)
o Exposure through NAJG and partner publications
o Inclusion of Licensee's promotional material in NAJG member mailings
o Exposure through the NAJG website, including, but not limited to,
posting of national competition results, articles about the
competition, and a link to the licensee's website
o Booth space at NAJG conferences and seminars
License Fee
The license fee for the first year of this agreement shall be $10,000 and
payable upon execution of this agreement. The license fee for the second year of
this agreement shall be $12,500 and payable upon the one year anniversary of the
execution of this agreement. The license file for the third year of this
agreement shall be $15,000 and payable upon the two year anniversary of the
execution of this agreement.
Non Compete Agreement
The NAJG will not endorse any other junior golf skills challenge comparable to
or similar in any respect to the activities of the licensee. This includes but
is not limited to, the Golf Channel's "Drive, Chip & Putt" and NBC's Golf Skills
Challenge.
Indemnities
Licensee will at all times indemnify and hold NAJG, its officers, directors and
employees harmless from and against any and all claims, damages, liabilities,
costs and expenses, including reasonable
counsel frees, arising out of any breach or alleged breach by licensee of any
representation, warranty or undertaking made herein, provided that NAJG shall
give prompt written notice, cooperation and assistance to licensee relative to
any such claim or suit and provided further that no settlement of any such claim
or suit shall be made without the prior written consent of NAJG, except that
licensee reserves all rights to settle on behalf of licensee any and/or all
claims on behalf of licensee without prior consent of NAJG, provided that such
settlement shall not be binding on NAJG.
NAJG will at all times hold licensee, its officers, directors and employees
harmless from and against any and all claims, damage, liabilities, costs and
expenses, including reasonable counsel fees, arising out of any breach or
alleged breach by NAJG of any representation, warranty or undertaking made
herein, provided licensee shall give prompt written notice, cooperation and
assistance to NAJG relative to any such claim or suit, and provided further that
NAJG shall have the option to undertake and conduct the defense and/or
settlement of any such claim or suit so brought and that no settlement of any
such claim or sit is made without the prior written consent of NAJG.
Entire Agreement
This document constitutes the entire agreement between the parties. No
agreements between the parties are binding on them unless incorporated in a
writing signed by both parties. This agreement may be modified only in a writing
signed by both parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
Gifts of Learning Foundation, Inc. National Association of Junior
Golfers, Inc.
By: [ILLEGIBLE] By: /S/ XXX XXXXXX
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Name: [ILLEGIBLE] Name: Xxx Xxxxxx
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Title: President / CEO Title: Executive Director
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