Letter head of the New York Mets]
[Letter
head of the New York Mets]
Confidential
treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request.
Omissions
are designated as [***]. A complete version of this exhibit has been filed
separately with the Securities and Exchange Commission.
April
14,
2008
Xxxxxx
Xxxxxxxxx
Spongetech
Delivery Systems, Inc.
00
Xxxx
00xx
Xxxxxx
Xxx
Xxxx,
XX 00000
Re:
Xxxx
Stadium Advertising Agreement
Dear
Xx.
Xxxxxxxxx:
I
am
writing to confirm the agreement reached between Sterling Mets, L.P.
(“Sterling”), owner and operator of the New York Mets National League Baseball
team (the “Mets”), and Spongetech Delivery Systems, Inc. (“Advertiser”),
manufacturer of the Spongetech brand of vehicle cleaning products (“Spongetech”)
for advertising rights during the 2008 baseball season.
Per
the
agreement, Spongetech
will receive the following advertising rights, goods and services during the
2008 baseball season:
1.
The
right to advertise Spongetech on one panel on each of two 7’ by 35’ rotating
tri-vision signs, one located in right field, and the other located in left
field, each next to the outfield foul poles. Each of Spongetech’s panels will be
displayed on a one-third rotating basis during each Mets game at Xxxx Stadium
(the “Stadium”) (i.e., three innings during a nine-inning game). Fabrication of
the signage will be at the expense of Spongetech.
2.
Four
Field Box tickets to ten mutually agreed upon Mets regular season games at
the
Stadium.
3.
Sponsorship by Spongetech of a mutually agreed upon promotional day on May
13,
2008 (the “Event”), at the Stadium. On the Event date, a mutually agreed upon
promotional item supplied by Advertiser, displaying Spongetech and the Mets
logos, will be distributed to the first 12,000 kids (ages 12 and under) in
attendance at the Stadium.
Sterling
will promote the Event and Spongetech’s sponsorship thereof in:
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One
30 second announcement during each Mets game broadcast on each of
(i)
SportsNet New York; (ii) WPIX TV and (iii) WFAN radio, all during
the
two-week period prior to the Event.
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On
the
day of the Event, Advertiser will receive:
(a)
Sponsorship of a pre-game baseball clinic at the Stadium for up to 125 children.
Advertiser shall secure releases of liability in favor of Sterling, in a form
acceptable to Sterling in its sole discretion, from each individual who will
be
permitted to enter the Stadium field.
(b)
300
upper reserved tickets to the game.
(c)
Sterling
will display two 3’X 6’ banners bearing Spongetech’s logo on the first and third
base
camera xxxxx (the banners will be provided by Advertiser, at its
expense).
(d)
“Welcome to Spongetech day” will appear periodically on the matrix scoreboard
from the time the Stadium gates open until game time.
4.
Use
of
one 15-person Diamond View Suite, including food and beverages for 15 guests,
on
two mutually
agreed upon Mets regular season home game dates. Advertiser shall be responsible
for compliance with all usage rules issued by Sterling applicable to suite
holders.
The
tickets and suites provided hereunder may not be used for a contest or promotion
without the prior written approval of Sterling.
Advertiser
will be responsible for the content of its advertisements, subject to the
reasonable approval of Sterling. Advertiser shall defend and indemnify Sterling
against any claims relating to the content of any advertising materials
submitted by Advertiser.
Advertiser
will pay [***]
for
the
foregoing goods and services. (This is a net figure and will not be reduced
by
any commission or other amounts.) The payment shall be made in five equal
installments of [***],
due and
payable on or before May 1, June 1, July 1, August 1 and September 1,
2008.
In
the
event of a default by Advertiser
in
making any payment due pursuant to this Agreement, which default shall not
have
been remedied within three (3) working days after notice of default has been
given in writing to Advertiser
by
Sterling, then, in addition to any other remedies which may under the
circumstances be available to Sterling, which are expressly reserved,
Advertiser
shall be
obligated to pay Sterling, on demand, interest on all unpaid sums at a rate
equal to twelve (16%) per annum.
Notwithstanding
any other provision of this Agreement, this Agreement and any rights or
exclusivities granted by Sterling hereunder shall in all respects be subordinate
to each of the following, as may be amended from time to time (collectively,
“MLB Documents”): (i) any present or future agreements entered into by, or on
behalf of, any of the Major League Baseball (“MLB”) entities or affiliates, or
the member Clubs acting collectively (“MLB Entities”), including, without
limitation, agreements entered into pursuant to the Major League Constitution,
the American and National League Constitutions, the Professional Baseball
Agreement, the Major League Rules, the Interactive Media Rights Agreement,
and
each agency agreement and operating guidelines among the Major League Baseball
Clubs and an MLB Entity, or (ii) the present and future mandates, rules,
regulations, policies, bulletins or directives issued or adopted by the
Commissioner or the MLB Entities. The issuance, entering into, amendment, or
implementation of any of the MLB Documents shall be at no cost or liability
to
any MLB entity or affiliate or to any individual or entity related thereto.
The
territory within which Advertiser is granted rights is limited to, and nothing
herein shall be construed as conferring on Advertiser rights in areas outside
of, the Home Television Territory of the Mets, as established and amended from
time to time. No rights, exclusivities or obligations involving the Internet
or
any interactive or on-line media (as defined by the MLB Entities) are conferred
by this Agreement, except as are specifically approved in writing by the
applicable MLB entity.
[***]CERTAIN
INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
WITH RESPECT TO SUCH OMITTED PORTIONS.
2
Additionally,
this
Agreement shall be subject and subordinate to the lease agreement for Xxxx
Stadium between Sterling and the City of New York.
Please
sign below to indicate your assent to the foregoing material terms and return
the signed letter to my attention.
This
letter shall be a binding and enforceable agreement once signed by both parties
and a court may supply consistent additional terms as necessary to carry out
the
parties' intent.
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Sincerely,
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/s/
Xxxx Xxxxxxx
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Spongetech
Delivery Systems, Inc.
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/s/
Xxxxxx Xxxxxxxxx
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By:
Xxxxxx
Xxxxxxxxx
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Title:
COO
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Date
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