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EXHIBIT 10.1
THIS AGREEMENT is entered into as of the first day of January, 1997
between Vans, Inc., a Delaware corporation, 0000 Xxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxx 00000 ("Sponsor") and C.C.R.L., LLC, c/x Xxxxxxx, Codikow & Xxxxxxx,
0000 Xxxxxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 ("Company"). In
consideration of the covenants set forth herein and for other good and valuable
consideration, the parties agree as follows:
RECITALS
WHEREAS, Sponsor desires to be the official exclusive title sponsor of
a tour known as "The Vans Warped Tour" for the calendar years 1997 and 1998
(collectively, the "Tours," or individually, a "Tour," or the "1997 Tour" and
the "1998 Tour," respectively), produced by Company and comprised of, among
other things, performances by popular musical artists, exhibitions by
miscellaneous athletic performers (collectively, "Performers") and
skateboarding contests involving amateur athletes and to further utilize the
name, logo and identification of Company and the Tours in television, print,
radio, posters, tickets and other like advertising and promotional media; and
WHEREAS, Company is willing to provide to Sponsor the name, logo and
identification of Company and the Tours for the purposes described above and
desires to obtain the right to use the name,
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logo and identification of Sponsor in connection with the advertising,
promotion and publicity of the Tours;
NOW, THEREFORE, in consideration of the terms and conditions set forth
herein, it is agreed:
1. TERRITORY:
The territory covered by this Agreement shall be the world
("Territory"). The Tours shall be conducted in the continental United States,
Canada, Europe, Asia and Australia. The specific itinerary and number of
events for each Tour outside North America shall be determined by mutual
approval of Company and Sponsor.
2. DURATION OF AGREEMENT:
The parties hereto acknowledge, understand and agree that the
sponsorship and marketing programs contemplated herein are designed to occur
and run in coordination with the Tours. It is presently contemplated the
"summer-leg" of each Tour shall commence no earlier than June 1 and shall be
routed throughout the United States and Canada through the end of August, and
throughout foreign territories thereafter through the fall of each year.
Accordingly, the parties agree that this Agreement shall commence and be
effective upon execution of this Agreement by all the parties and shall
continue until the completion of the 1998 Tour (the "Term"). At such time,
unless earlier terminated pursuant to the terms
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hereof, this Agreement shall terminate. Within thirty (30) days after the end
of each year's Tour, Company shall provide Sponsor with all information and
materials relating to the Tour then available to Company including but not
limited to any press materials, information regarding demographics of audiences
and participants in the "Competitions" (as hereinafter defined), attendance and
participation numbers for concerts and the Competitions and photographs and any
videos taken at the various venues. Company's failure to timely provide such
information shall not be deemed a breach of this Agreement provided that
Company provides such information promptly after Sponsor's written request
therefor. Sponsor acknowledges that the foregoing information may be
confidential, and that it shall not have the right without first obtaining
consent from all necessary parties to use or otherwise exploit any of the
foregoing information or material in whole or in part relating to the Tours in
any manner whatsoever, with the sole exception to use the information and
material for Sponsor's internal use and for Sponsor's use in non-public sales
presentations to retailers.
3. NONEXCLUSIVITY:
(a) Sponsor acknowledges and agrees that Sponsor is not
the sole or exclusive sponsor of the Tours and that Company shall be entitled
to permit other persons or entities to act as sponsors of the Tours, or to
refrain therefrom, provided that (i) Sponsor shall at all times during the Term
be the official and exclusive
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title Sponsor of the Tours and (ii) no other manufacturer or distributor of
footwear or snowboard boots shall be a sponsor of the Tours without Sponsor's
approval, which may be given or withheld in Sponsor's sole discretion.
(b) From and after the date hereof, Company shall not
issue advertising or other materials that are misleading as to Sponsor's title
sponsorship of the Tours and shall instruct other sponsors or persons or
entities affiliated with the Tours not to issue such misleading advertisements
or materials.
4. CONTROL OF TOUR:
Each of the parties hereto acknowledges that there exists
certain difficulties in determining when the creative and production elements
of the Tours should take precedence over Sponsor's promotional and marketing
activities as set forth herein. Accordingly, the parties acknowledge that
Company's decisions and actions as to the creative and production elements of
the Tours shall take precedence over any promotional or other activities of
Sponsor hereunder so long as (i) those decisions and actions are in good faith
and primarily for the purpose of enhancing and protecting the opportunities for
the audience to enjoy the performances and exhibitions, (ii) such decisions and
actions do not have a material adverse impact on Sponsor or Sponsor's rights
hereunder and (iii) provided authorized representatives of Sponsor are present
at the applicable venue and are available for consultation, Company shall
consult with Sponsor, in advance, as to
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such decisions and actions. Subject to the foregoing, Sponsor and its
representatives agree to comply fully with Company's reasonable instructions
and Company shall have sole and exclusive control over the concert
performances, athletic exhibitions, the Competitions and all other aspects of
the Tour. Sponsor agrees that authorized representatives of Sponsor may, but
are not obligated to, attend and actively participate in Company meetings
concerning the Tours. Company agrees to exercise reasonable efforts in making
whatever arrangements are necessary to protect the creative aspects of the
Tours while fulfilling the spirit and the goals of this Agreement with respect
to Sponsor. In that connection, Sponsor shall no later than two (2) weeks
before commencement of each Tour, consult with Company with respect to the
number, size, placement and other aspects of any signs, posters, banners or
other visual items in order to minimize any conflict which may arise and
coordinate the use of Sponsor's materials with those of other sponsors of such
Tour. Sponsor agrees that in the event of any disagreement, Company's
reasonable, good faith decision shall control.
5. TOUR INFORMATION:
Company shall notify Sponsor, in writing, of the following
with respect to each Tour:
(a) A full schedule of concert dates, locations and
main-stage Performers for each Tour, no later than forty-five (45) days prior
to the scheduled commencement of such Tour;
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(b) The names, addresses and phone numbers of each local
promoter for each concert, no later than thirty (30) days prior to the
scheduled commencement of the Tour;
(c) The capacity at each concert location, no later than
thirty (30) days prior to the scheduled commencement of the Tour; and
(d) Evidence of insurance, permits and licenses for each
concert location, as available provided that Company shall use reasonable
efforts to obtain the foregoing no later than ten (10) business days prior to
the date of the applicable event.
6. COMPANY'S USE OF SPONSOR'S MATERIALS:
Sponsor hereby grants to Company a limited, non-exclusive
license to use the "Vans" name and logo (collectively, the "Name") in and in
connection with (a) the advertising and promotion of the Tours (including but
not limited to in congratulatory advertisements), (b) any phonorecords and
audiovisual works relating to or which include performances or footage from the
Tours and, (c) any news items, press releases or other information in any media
relating to the Tours. In that connection, Company agrees to refer to the
Tours in all press releases, advertising and promotions as "The Vans Warped
Tour '97" and "The Vans Warped Tour '98," as appropriate, including but not
limited to in all television and radio advertisements, posters, flyers and
newspaper and magazine advertisements. Company and its designees and licensees
shall include the Name on all items of event merchandise
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(i.e., merchandise relating primarily to the Tours in general as opposed to
merchandise relating primarily to any Performer). The parties acknowledge that
all monies to be derived from the sale, distribution and exploitation of such
merchandise shall be solely the property of Company and its designees and
licensees. Except as expressly set forth herein, Company has no rights
whatsoever in and to the use of the Name. Company acknowledges that the Name
is a registered trademark of Sponsor and that Sponsor is retaining all rights
in the Name except as set forth in this Agreement. Company shall execute and
deliver all documents requested by Sponsor which evidence Sponsor's rights in
and to the Name, and hereby assigns to Sponsor all rights it may acquire in and
to the Name except those specifically granted herein. Company will cause to
appear on all materials associated with the Tours on which the Name appears
such legends, markings and notices as Sponsor may reasonably request in writing
in order to preserve and protect Sponsor's rights in and to the Name. The
license granted hereunder shall expire upon the termination of this Agreement.
In connection with each Tour, Company shall (i) use reasonable efforts to
obtain the advertising exposure described in subparagraphs A., C. and D. below
and (ii) shall obtain the advertising exposure described in subparagraphs B.
and E. below:
A. Television coverage by MTV News, ESPN, Much Music, PBS and
local television news affiliates in all markets where the Tour is conducted.
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B. Full page ads in TransWorld SKATEboarding, TransWorld
SNOWboarding and Warp.
C. Cause promoters in each city in the United States in which the
Tour is conducted to purchase up to $10,000 worth of radio airtime, from
alternative stations in their respective markets.
D. Cause promoters in each city in the United States in which the
Tour is conducted to purchase up to $4,000.00 worth of print advertising in
each market, on which the Name will appear.
E. Distribute posters regarding the Tour to skate and snowboard
shops, skate parks, action sport retailers and record stores in each city in
the United States in which the Tour is conducted.
7. SPONSOR'S ACTIVITIES:
Sponsor shall have the right to engage in and conduct the
following activities:
(a) Sponsorship Media Tie-In: Sponsor shall have the
right to identify its sponsorship of the each Tour in certain materials,
including but not limited to national, regional and local advertising,
corporate reports to shareholders or otherwise, and in reports it files under
the Securities Exchange Act of 1934.
(b) Media Support: Sponsor shall have the right to
create and tag its on-air television and/or radio commercial advertising with
its sponsorship identification of each Tour.
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(c) Signage: Subject to local restrictions, if any, at
each concert location, signage containing a mutually approved design, but at
the very least indicating Sponsor's official, exclusive title sponsorship of
each Tour, shall be displayed throughout the venue at each concert, it being
understood that Sponsor shall be entitled to receive more favorable treatment
than any other sponsor of the given Tour as to placement of signage, and shall
receive approximately 80% of all signage space available to Company at each
venue for signage bearing solely Sponsor's Name. Any signage placed "on
stage", with the mutual approval of Company and Sponsor, shall be placed in a
way that such signage shall not interfere with the artistic concepts of the
performances nor in any way which will interfere with the sight lines of the
audience. All costs incurred in connection with the creation of any signage
bearing solely Sponsor's Name shall be borne solely by Sponsor, it being
acknowledged and agreed that all costs incurred in connection with the creation
of any signage bearing Sponsor's Name along with the name and/or logo of the
Tours shall be borne solely by Company. All signage shall be delivered no
later than 10 days prior to the commencement of each Tour to the locations
designated by Company.
(d) Company shall provide to Sponsor a 20' x 20' booth at
each site of the Tours at which Sponsor may conduct sampling, take surveys and
display product. Company shall, at no charge to Sponsor, arrange for
transportation and lodging of four (4) people to man Sponsor's booth at each
venue of the Tour, which
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transportation and lodging shall be of the type furnished to the musical
performers.
(e) If Company publishes a program in connection with any
of the Tours which is distributed at each concert of such Tour to concert
patrons, Sponsor shall receive, at no charge, full color advertisements on both
the front and back cover of such program. The size and content of such
advertisement shall be subject to Sponsor's approval, which approval shall not
be unreasonably withheld or delayed. All costs in connection with the creation
and design of such advertisements shall be borne by Company.
(f) Company shall provide to no more than two retail
stores at each venue on the Tours, space for a 10' x 10' booth at such venue at
no charge to such retail stores. Such stores shall be designated by Sponsor.
Further, Company shall provide to such retail stores ten (10) tickets to the
applicable concert and five (5) backstage passes for such concert. The
applicable retail stores at each such venue shall be solely responsible for
creating, transporting and setting up such booths and/or providing personnel
for the operation thereof. No such retail store shall have the right to sell
or otherwise distribute any wearing apparel or product on which appears the
name of Company and/or the name or logo of the Tour or any artwork, trademarks
or service marks associated therewith or any other merchandise or materials
which might conflict with Company's commitments to other sponsors of the Tour.
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(g) If Sponsor decides to sponsor any so-called "VIP
receptions" during any Tour(s), i.e. a party or other function attended by
persons invited by Sponsor and Performers, Company shall use reasonable efforts
to invite a reasonable number of Performers designated by Sponsor to attend
such receptions. In connection with the foregoing, (i) all costs in connection
with any such reception shall be borne solely by Sponsor and (ii) in no event
shall the failure or refusal by any Performer to attend any such reception(s)
be deemed a breach hereof by Company. In connection with the foregoing,
Company shall use reasonable efforts to provide to Sponsor an appropriate
location at which such reception(s) may take place.
(h) Sponsor desires to sponsor street and vertical ramp
amateur skating competitions (the "Competitions") at a minimum of twenty (20)
selected venues in the United States and Canada, and a minimum of four (4)
venues in Europe and Asia during each of the respective Tours. Company shall
handle all aspects of the formation, coordination and operation of such
Competitions at the applicable Tour sites and at designated preliminary contest
sites, including but not limited to, providing appropriate personnel,
organizing preliminary competitions to obtain skaters, operating each
Competition, obtaining all required permits, licenses and releases, and
providing all skate courses and other material as necessary for the completion
of each Competition.
(i) Subject to Company's approval, Sponsor shall be
permitted to use the name and logo of the Tours on the packaging of
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compact discs to be created, distributed and sold by Sponsor and a distributor
engaged by Sponsor in connection with each of the respective Tours (the "Tour
CDs"), provided that (A) such use does not conflict with any of Company's
existing or contemplated contractual obligations to third parties, (B)
Sponsor, at its sole expense, shall be responsible for obtaining all necessary
rights from all third parties with respect thereto (including but not limited
to all musical performers, record companies and copyright proprietors of
musical compositions) and shall indemnify, defend and hold Company harmless
with respect thereto and (C) such use is otherwise not misleading, improper or
violative of the rights of any third party. Company shall not be entitled to
any royalties or other compensation resulting from the creation, sale or
distribution of the Tour CDs.
8. CONCERT TICKETS:
(a) Sponsor shall receive eighty (80) tickets per
concert, twenty-five (25) of which will be accompanied by backstage or VIP
passes.
(b) Sponsor shall have the right to utilize all or part
of the aforementioned tickets in connection with its sponsorship activities,
including give-aways, contests, tie-ins, retailer give-aways and employee
give-aways.
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9. CONSIDERATION:
In consideration for the rights granted by Company to Sponsor herein,
Sponsor shall pay to Company a "Sponsorship Fee" for each of the respective
Tours.
(a) The Sponsorship Fee for the North American Summer Leg
(the "Summer Sponsorship Fee") of the 1997 Tour shall be Seven Hundred Fifty
Thousand Dollars ($750,000.00), payable as follows: (i) $100,000.00 on or
before Xxxxx 0, 0000, (xx) $100,000.00 on or before Xxxxx 0, 0000, (xxx)
$100,000.00 on or before May 1, 1997, (iv) $150,000.00 on or before June 1,
1997, (v) $150,000.00 on or before July 1, 1997 and (vi) $150,000.00 on or
before August 1, 1997.
(b) The Summer Sponsorship Fee for the 1998 Tour and the
1999 Tour shall be subject to good faith negotiations between Sponsor and
Company in light of the needs of each such Tour, but will in no event be less
than $750,000.00 for each Tour, payable in the same time and manner as the
Summer Sponsorship Fee for the 1997 Tour.
(c) The Sponsorship Fees for the 1997, 1998 and 1999
Tours outside North America (the "Foreign Sponsorship Fees"), and the payment
terms thereof, shall be subject to good faith negotiations between Sponsor and
Company in light of the needs of each such Tour.
(d) Company is presently planning to add a "Winter Leg"
to the Tours, (i.e., additional concert dates and locations during the winter
months) commencing in 1997 or 1998. Sponsor shall be
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the official exclusive title sponsor of each Winter Leg, on the same terms and
conditions set forth herein, except that the Sponsorship Fee for each year's
Winter Leg (the "Winter Sponsorship Fee"), and the payment terms thereof, shall
be subject to good faith negotiations between Sponsor and Company in light of
the nature and scope of the Winter Leg of each Tour.
10. COMPANY'S NAME AND LOGO:
Except as expressly provided herein, it is acknowledged and
agreed that all rights in and to Company's name and logo and the name and logo
of the Tours (excluding the Name) and all artwork, trademarks, service marks
and goodwill associated therewith shall be owned and controlled exclusively by
Company and Sponsor shall have no right, title or interest therein and thereto.
11. CANCELLATION OF TOUR:
If for any reason, any of the Tours are canceled after such
Tour has begun to the effect that less than ninety percent (90%) of the
scheduled concerts for such Tour(s) are performed, Sponsor's sole remedies
shall be to:
(a) Terminate this Agreement immediately without further
responsibility for the payment of any yet unpaid fees or payments hereunder;
and
(b) Receive a refund of that percentage of any fees
received by Company hereunder as the number of concerts remaining in the
applicable Tour(s), if any, at the time of cancellation
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bears to ninety percent (90%) of the total number of concerts contained within
the applicable Tour(s).
12. REPRESENTATIONS AND WARRANTIES:
Each party represents and warrants that each has the right,
power and authority to enter into this Agreement, to grant the rights granted
herein and to perform the duties and obligations described herein. Each party
further warrants and represents that each shall not take any action which might
prevent the exercise by the other party hereto of the rights granted to such
other party nor shall either take any steps which may encumber the rights
granted to the other. Each party further represents and warrants that there
are no actions, suits, proceedings or investigations pending or to the best of
their knowledge threatened against or affecting such party before any tribunal
or investigative body which could adversely impact such party's performance
under this Agreement and that each has been duly formed and is adequately
capitalized to perform its obligations hereunder.
13. PERMITS AND LICENSES:
Company acknowledges and agrees that Company shall be fully
responsible for and shall acquire or cause local concert promoters to so
acquire, at their sole cost and expense, all licenses, permits, authorizations
and insurance which may be required under federal, state or local law or
regulations in order to legally conduct each concert of the Tours, the
Competitions (if
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applicable), and the activities contemplated hereunder, including but not
limited to licenses from performing rights organizations and any payments or
royalties required to be made; provided, however, that Sponsor shall be
responsible for any royalties due and owing any performing rights organization
as a result of Sponsor's television and radio commercials and in-store
presentations, if any shall be so required by a performing rights society.
14. INDEMNITY AND INSURANCE:
(a) Company hereby agrees to indemnify, defend and hold
Sponsor, its officers, directors, agents, representatives, shareholders and
employees harmless from and against any and all claims, suits, expenses,
damages or other liabilities, including reasonable attorney's fees and court
costs, arising out of (i) the breach by Company of any of the representations
and warranties made by Company in this Agreement or the failure by Company to
fulfill any of its covenants set forth herein; (ii) (subject to paragraph 14(b)
below) any personal injury or property damage arising out of or in connection
with an individual's attendance at a concert on the Tours; (iii) any liability
for any expenses associated with the Tours except as provided herein; (iv) any
misuse of the Name; and (v) any liability of any kind related to merchandise,
products or services offered or supplied by Company. Company, at all times
during the Term of this Agreement shall obtain and maintain at its sole
expense, commencing upon commencement of each Tour, general
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and public liability insurance naming Sponsor as an additional insured party
from a qualified insurance carrier in the amount of at least Five Million
Dollars ($5,000,000.00) for personal injury, Five Million Dollars
($5,000,000.00) for property damage and Five Million Dollars ($5,000,000.00)
for infringement claims relating to Company's acts relating to intellectual
property rights. Company shall also at all times maintain adequate worker's
compensation insurance as required in each state in which the Tours are
performed. Such insurance shall be non-cancelable during the Term hereof.
Company shall also at all times maintain (or cause the applicable promoters to
maintain) adequate Tour Cancellation Insurance naming sponsor as an additional
insured in form reasonably acceptable to Sponsor and in an amount appropriate
to repay to Sponsor the consideration previously paid to Company in connection
with the cancelled Tour leg pursuant to paragraph 9, above. Company shall
provide Sponsor with a copy of each such policy described above. Such policies
may not be modified without the consent of Sponsor, which may be withheld in
its sole and absolute discretion.
(b) Sponsor hereby agrees to indemnify, defend and hold
Company, all Performers, all promoter(s) and all other sponsors of each Tour
and their respective officers, directors, members, agents, partners,
representatives, shareholders and employees harmless from and against any and
all claims, suits, expenses, damages or other liabilities, including reasonable
attorney's fees and court costs, arising out of (i) the breach by Sponsor of
any of
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the covenants, representations or warranties made by Sponsor in this Agreement,
(ii) the use by Company of any materials supplied or created by Sponsor
(including but not limited to any signage, names, trademarks, trade names or
logos), (iii) any action of any kind (including but not limited to any action
for personal injury or property damage) in respect of any material, product or
service offered or supplied by Sponsor, except the Competitions, and (iv) any
action of any kind (including but not limited to any action for personal injury
or property damage) in respect of the activities described in paragraphs 7(f)
and 7(g) above. Company, its members, and all Performers shall be named as
additional insureds on Sponsor's E & O insurance policy relating to
advertisements and other material created, produced or supplied by Sponsor
under this Agreement and on any insurance policies relating to any injuries to
persons or property, including but not limited to product liability insurance
and general and public liability insurance. Each policy shall not be cancelled
or modified during the Term hereof and Sponsor shall provide to Company
promptly following execution hereof a copy of each such policy described above.
15. NOTICES:
Notices by either party to the other shall be given by
registered or certified mail, return receipt requested. All notices hereunder
shall be given as follows:
FOR SPONSOR: VANS, Inc.
0000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxx 00000-0000
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Attn: Xxxxx X. Xxxxxxxx, Vice President and
General Counsel
FOR COMPANY: Xxxxxxx, Codikow & Xxxxxxx
0000 Xxxxxx Xxxxxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxx Xxx Xxxxxxx, Esq.
16. CONSTRUCTION:
This Agreement shall be construed under the laws of the State
of California. Each party hereto acknowledges that this Agreement is entered
into within the jurisdiction of California and that the courts of the State of
California shall have jurisdiction over any and all claims, controversies,
disputes and disagreements arising out of this Agreement or the breach thereof.
17. FORCE MAJEURE:
Neither party shall be liable for any failure of or delay in
the performance of their respective obligations under this Agreement to the
extent such failure or delay is due to circumstances beyond its reasonable
control, including without limitation, acts of God, fires, floods, wars, civil
disturbances, sabotage, accidents, insurrections, blockades, embargoes, storms,
explosions, labor disputes and/or acts of any governmental body (unless
directed specifically at or occasioned by the acts or omissions of Company),
nor shall any such failure or delay give the party the right to terminate this
Agreement. Each party shall use its best efforts to minimize the duration and
consequences of any failure of or delay in performance resulting from force
majeure.
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18. ENTIRE AGREEMENT:
This Agreement constitutes the complete Agreement between the
parties on the subject matter hereof, and all prior or contemporaneous
agreements of the parties, whether oral or written, shall be deemed merged
herein. This Agreement may not be modified or amended except by an instrument
in writing duly executed by an authorized officer or member of the party to be
charged. The failure of either party to enforce any of said party's rights
under this agreement shall not be deemed a continuing waiver and said party
may, within such time as provided by applicable law, enforce any and all such
rights. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their successors and assigns. This Agreement may be
executed in counterparts with the same effect as if the parties executing such
counterparts all have executed one counterpart as of the day and year first
written above. This agreement shall not be deemed to create any joint venture,
partnership or agency between the parties. It is understood that each party to
this agreement shall be independent of the other and that neither party shall
have the right or authority to bind the other party. Nothing contained in this
agreement shall be construed to be for the benefit of or enforceable by any
third party, including but not limited to any creditor of either party.
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19. SEVERABILITY:
If any term, provision, covenant or condition of this
Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder hereof shall remain in full force and effect.
20. SUBSEQUENT TOURS; NON-COMPETITION:
(a) If Company determines to produce a "Warped Tour"
subsequent to the 1998 Tour (the "Next Tour"), Company shall for a reasonable
time (not to exceed thirty (30) days from the date the Next Tour is publicly
announced) negotiate in good faith solely with Sponsor with respect to the
terms and conditions by which Sponsor may be the title Sponsor and/or exclusive
footwear Sponsor for the Next Tour. If Company and Sponsor are unable to reach
agreement on such terms and conditions after such good faith negotiations and
thereafter Company desires to enter into an agreement with a third party for
title sponsorship or exclusive footwear sponsorship, as the case may be, for
the Next Tour, Company shall notify Sponsor of all material terms and
conditions offered by such third party, and Sponsor shall have five (5)
business days after receipt thereof to notify Company of its election to enter
into an agreement on those terms and conditions offered by such third party.
If Sponsor is not the title sponsor and/or exclusive footwear sponsor, as the
case may be, of the Next Tour, Company shall have no further obligation on any
succeeding Next Tour to negotiate with Sponsor with respect to title
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sponsorship and/or exclusive footwear sponsorship, as the case may be. Sponsor
may, however, make an offer to sponsor a succeeding Next Tour, and if Company
so desires, Company may negotiate with Sponsor concerning the title and/or
exclusive footwear sponsorship of any such succeeding Next Tour.
(b) If Company determines to produce the Next Tour,
Company shall for a reasonable time (not to exceed thirty (30) days from the
date the Next Tour is publicly announced) negotiate solely with Sponsor with
respect to the terms and conditions under which Sponsor may be the exclusive
wearing apparel sponsor for the Next Tour. If Sponsor is not the exclusive
wearing apparel sponsor of the Next Tour, Company shall have no further
obligation on any succeeding Next Tour to negotiate with Sponsor with respect
to exclusive wearing apparel sponsorship. Sponsor may, however, make an offer
to sponsor a succeeding Next Tour, and if Company so desires, Company may
negotiate with Sponsor concerning an exclusive wearing apparel sponsorship of
any such succeeding Next Tour.
(c) Sponsor shall not at any time, so long as Company or
its successors produce the Next Tour, operate, underwrite or produce, in whole
or in substantial part, directly or indirectly, any newly organized musical
tour substantially similar to the Tours (a "New Competing Tour") provided,
however, that the foregoing shall not prevent Sponsor from (i) sponsoring a New
Competing Tour, or (ii) sponsoring, underwriting or producing a musical tour
existing as of the date hereof (i.e., Lollapalooza and H.O.R.D.E.) ("Existing
Tour"). Notwithstanding the foregoing, if pursuant to
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paragraph 20(a) above, Sponsor is the title sponsor of the next two (2)
succeeding Next Tours, Sponsor shall not be the title sponsor of any New
Competing Tour or any Existing Tour for the lesser of: i) two years after it
has ceased to be the title sponsor of a Next Tour, or ii) such period of time
as Company or its successors continue to produce such Next Tours.
Additionally, Sponsor shall not be the title sponsor of any New Competing Tour
or any Existing Tour, at any time (i) it is the title sponsor of the Tours or
any Next Tour and/or (ii) subject to the immediately preceding sentence, prior
to the date on which Sponsor notifies Company of its election not to match the
terms of any third party offer pursuant to subparagraph (a) of this Section 20.
C.C.R.L., LLC VANS, Inc., a Delaware corporation
By: [SIG] By: [SIG]
----------------------------- --------------------------------
An Authorized Signatory An Authorized Signatory
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