ENDORSEMENT AND REPRESENTATION AGREEMENT
Xxxxxx Technologies, Inc., which is headquartered at 0000 Xxxxxx Xxxx Xxxx.,
Xxxxxxx-Xxxxx, XX 00000, XXX 11706, (hereinafter called the Company) has agreed
with Favre Enterprises, Inc., who has the right to deliver the services of Xxxxx
Xxxxx, with offices at 0 Xxxxxx Xxxx Xxxxx, Xxxxxxxxxxx, XX 00000, (hereinafter
called the Endorser) that the Endorser shall be the non-exclusive Endorser of
the Product, as defined herein, that is made and marketed by the Company, under
the terms stated in this Agreement.
IT IS, THEREFORE, AGREED AS FOLLOWS:
1. Definitions:
a. Product shall mean all ROO hand warmer products manufactured and sold
by the Company under a NFL license or as the "Xxxxx Xxxxx Signature
Edition" model, or the like.
b. Sales shall mean all sales of Product, net of returns, made the
Company after the Effective Date of this Agreement.
c. Effective Date shall mean the date this agreement has been duly signed
by both of the parties.
d. Termination Date shall mean the date thirty (30) days after the day of
the issuance of written notice of termination as provided in Section
6.
2. AGREEMENT
a. The Company and Endorser agree that the Endorser shall be the
non-exclusive Endorser of the Product during the term of this
agreement.
b. This Agreement, unless it is terminated pursuant to paragraph 6 below,
shall expire two years from the Effective Date, unless otherwise
agreed and extended by the parties.
3. ENDORSER DUTIES
a. The Endorser shall diligently promote and help market the Product in
all reasonable and proper ways, including:
1. Wearing the Product during all cold weather games and at all
other appropriate times on or off the field during the term of
the Agreement.
2. Referencing the Product in all appropriate interviews, media
accounts and appearances during the agreement term.
3. Authorizing the Company to use the Endorser's name, likeness
and/or football number in advertisements and promotional
materials for the Product, and promotional or corporate materials
of the Company, during the agreement term.
b. Any advertising, promotional and like material of a third party which
includes the Endorser for publication, whether written or electronic,
which also contains the name or likeness of the Product, or the
Company's brands shall be submitted to the Company for approval prior
to publication.
c. The Endorser shall routinely provide the Company with any updates on
the status of any prospective promotion and marketing opportunities
and the results of any such completed efforts.
4. COMPANY DUTIES
a. The Company shall furnish the Endorser pertinent Product information
on as current a basis as is practicable.
b. The Company shall furnish the Endorser with appropriate promotional
devices and materials to assist the Endorser in identifying with the
Company in a professional way.
c. The Company shall compensate the Endorser as set forth herein.
5. COMPENSATION
a. Upon contract signing, the Endorser will be granted 160,000 five-year
options, with an exercise price equal to the closing Nasdaq price on
the Effective Date, for common Stock in the Company, which will vest
upon the attainment of the following milestones and cumulative Sales
attainment levels during the Agreement term:
At Contract signing 25,000 options vested
At $500,000 of Sales 35,000 options vested
At $1,500,000 of Sales 50,000 options vested
At $4,000,000 of Sales 50,000 options vested
b. The Endorser shall be responsible for all costs incurred by him in
performing his services under this Agreement, with the exception of
Company requested promotional appearances that require air travel and
accommodations.
6. Non-Compete
a. During the period that this Agreement is in effect, the Endorser shall
not perform service for, nor shall it otherwise represent, any
business which directly competes with the Product, (excluding Nike),
including gloves nor shall the Endorser engage in any activity which
might adversely affect the business of the Company. If the Company
believes that the Endorser has failed to comply with this, then the
Company shall give the Endorser written notice thereof. The Endorser
shall cease any prohibited activity or cure such nonperformance within
ten (10) days after receipt of such notice, completion of which shall
terminate any claim for Termination for Cause. Failure to cease such
activity shall be grounds for Termination for Cause. If Terminated for
Cause, the Company shall be required to credit all Sales towards
vesting for six (6) months after the Termination Date.
b. Upon termination, the Endorser shall forthwith return to the Company
all property of the Company in the Endorser's possession, custody or
control, and it forthwith shall desist from holding itself out as the
sales Endorser of the Product.
c. For purposes of clarification this agreement shall be superceded by
any agreement Xxxxx Xxxxx has with Nike.
7. LEGAL STATUS
The Endorser's legal status under this Agreement shall be that of an independent
contractor. He shall not represent himself to be an employee of the Company.
8. HOLD HARMLESS
The Company shall hold the Endorser harmless from and against and indemnify the
Endorser for all liability, loss, costs, expenses or damages howsoever caused by
reason of any Product (whether or not effective) or any act or omission of the
Company including but not limited to any injury (whether to body, property, or
personal or business character or reputation) sustained by any person or to
property, and for the infringement of any patent rights or other rights of third
parties, and for any violation of municipal, state or federal laws or
regulations governing the Products or their sale, which may result from the
sale, rental, license, delivery, or use of the Product by the Endorser
hereunder.
9. FORMAL ADDRESS
Wherever in this Agreement the words "Written Notice" is used, it shall be
understood to mean written notice by registered or certified mail to the last
regular address used in the course of business by the party to which such notice
is given.
10. APPLICABLE LAWS
This Agreement shall be construed in accordance with the laws of the State of
North Carolina. In the event of a dispute hereunder, the parties agree to submit
to binding arbitration in accordance with the rules of the American Arbitration
Association in effect at the time a demand for arbitration is filed.
11. ENTIRE AGREEMENT
This Agreement represents the Sales Endorser Agreement between the Company and
the Endorser and is hereby agreed to this day of signing.
XXXXXX TECHNOLOGIES, INC. FAVRE ENTERPRISES, INC.
By:/s/ Xxxx Xxxxxx By:/s/ Xxxxx Xxxxx
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Xxxx Xxxxxx
Chairman and CEO
Date: 7/17/00 Date: 7/18/00
