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Exhibit 10.11
FORM OF AGREEMENT
THIS AGREEMENT made this ______ day of___________________, 1997 by and
between Sponsor, Inc. of __________________________________________, herein
referred to as "Sponsor" and Championship Auto Racing Teams, Inc., 000 X. Xxx
Xxxxxx Xxxx, Xxxxx 000, Xxxx, Xxxxxxxx 00000 herein referred to as "CART".
1. Official Supplier Designation. During the term of this Agreement,
Sponsor shall be, and shall have the right to hold itself out as an Official
Supplier of CART including the following specific exclusive designation:
"_______________________." Sponsor shall have the right to use the above
designation for the purposes of advertising, publicity and promotion, provided,
however, that approval of CART is obtained prior to any publication utilizing
the CART name, logo, or any of its marks. Approved use of the CART name and logo
may be on a stand-alone basis or in a composite logo format.
2. Use of Proprietary Rights.
A. Both Sponsor and CART recognize the need of maintaining uniformly
high standards of ethical advertising of a quality and dignity consonant with
the reputation and standing of the two parties to this Agreement. Accordingly,
neither Sponsor nor CART will publish, nor cause or permit to be published, any
advertising relating to the sponsorship which is likely to impair the goodwill
of Sponsor or CART.
B. CART recognizes that it is not authorized to use any of Sponsor's
trademarks and trade names for the purpose of promoting CART or the sponsorship
in conjunction with CART trademarks, trade names or corporate name without the
prior written approval of Sponsor, which approval shall not be unreasonably
withheld, and that use of Sponsor's trademarks and trade names must be in
accordance with Sponsor's Corporate Guidelines for use of said trademarks and
trade names. CART shall not file, register, or record with any federal, state,
local government, or agency thereof, any name, design or form which may conform
to or be confused with a Sponsor trademark. CART acknowledges Sponsor's
exclusive ownership of, and the validity of, the Sponsor trademarks and all
registrations thereof, and shall not contest during the term of this Agreement
or at any time thereafter Sponsor's exclusive ownership of, and the validity of,
the Sponsor trademarks and all registrations thereof. The parties agree to
cooperate with each other and with Sponsor in preventing any acts of trademark
infringement or unfair competition with respect to any Sponsor trademark, but
Sponsor shall have sole control over all actions and legal proceedings to
suppress infringement of, and unfair competition with respect to any Sponsor
trademark.
C. Except as expressly provided herein, neither party is
granted any ownership interest in or license to use the marks or intellectual
property rights of the other party.
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3. Term of Agreement. The term of this Agreement shall commence on
________________, 19____ and shall terminate on _______________, _____. The
parties agree to negotiate in good faith to extend this Agreement beyond
______________, _____. If such negotiations do not result in the extension of
this Agreement by ____________, _____, then CART shall be free to negotiate with
third parties in regard to the subject matter of this Agreement for __________
and beyond, provided, however, that Sponsor shall have a right of first refusal
to match the terms and conditions that may be presented by a third party to CART
in regard to an official car program for _________, such right of first refusal
to be exercised by Sponsor, if at all, within a reasonable period of time after
notice of such third party offer.
4. Announcement of Agreement. This arrangement shall be announced in a
manner mutually agreeable by the parties. Additionally, a special press release
issued jointly by CART and Sponsor shall announce this program. This release
shall be sent to CART's national and regional news release recipient list which
covers press, radio and television, business, society and entertainment editors,
teams, drivers, officials, owners and sponsors. In addition to being available
and distributed to all media centers on the Fed Ex Championship Series schedule,
the release shall be distributed via the CART publicity department's media fax
and mailing system.
5. General Publicity and Recognition.
A. The official supplier designation as the Official _______ of CART
shall be acknowledged and publicized by CART in its general press releases,
publicity materials and other appropriate published materials during the term
hereof, in similar manner as other official suppliers.
B. The following CART publications shall include composite sponsor
and supplier recognition: Media Guide, Resource Guide, Fan Guide, Race Event
Souvenir Programs, Rule Book, Official "Season in Review" Book, and Awards
Banquet Program. In addition, the CART Media Guide and Web Site shall include an
editorial feature publicizing Sponsor's role as an Official Supplier of CART.
The text of such editorial content shall be supplied by Sponsor in a timely
manner.
C. Sponsor identification and/or official supplier recognition shall
also be accorded (i) within the CART executive offices; and (ii) through a
supplier message on CART's voice mail system.
D. Sponsor shall also exercise its best efforts to publicize this
designation and its association with CART and agrees to consult with CART in
conjunction with such efforts. Sponsor agrees to utilize its Official
Designation in all race related advertising.
E. The CART Sponsor Showcase is a moveable trailer which has been
designed to display promotional materials of all official CART sponsors,
including a portion dedicated to Sponsor and shall be featured by CART at a
variety of public events (in some cases not at the site of the CART Event).
Sponsor shall also have the right to three (3) days annual use of the CART
Sponsor Showcase subject to availability and presentation of a promotional
support plan. Bookings for use of the display should be agreed upon by January
31 of each year of this Agreement. When booking dates are agreed upon, CART
shall deliver the display to the location designated by Sponsor. Transport of
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the display shall be borne entirely by CART. Sponsor agrees to provide its
display in a timely manner, for inclusion in the CART Sponsor Showcase.
6. On-Site Presence and Hospitality.
A. Appropriate official product supplier recognition shall be
embodied in six (6) 30-second composite public address system announcements
within the course of each race event weekend, or other mutually agreeable public
communication over the event weekend.
B. During the term of this Agreement, Sponsor shall have the right
to participate as a corporate member of CART and receive the benefits of such
membership, which shall include twelve (12) annual hard cards and up to fifteen
(15) paper credentials (including pit passes) on an as needed basis, which shall
be made available to designated Sponsor guests. So as to assure proper handling
of these guest passes, Sponsor agrees to provide to CART at least seven (7) days
notice of its intent to use these guest passes and the identity of the guests
for which these passes shall be made available. It is understood that these
credentials may not provide specific seat availability but instead allow limited
access to the race track and surrounding facility.
C. Sponsor identification and/or official supplier recognition shall
be provided (i) on the CART transporters; (ii) on selected CART officials'
uniforms; and (iii) through a track bannering program in areas controlled by
CART, i.e., CART hospitality tent, CART "official" hotel, CART registration and
CART motorcoach hospitality.
D. At each event, CART shall arrange and coordinate (i) twenty (20)
free admission/grandstand tickets (where available); (ii) PPG pace car ride for
two (2) persons; (iii) on-site V.I.P. expedited servicing of credentials; (iv)
hospitality photo support services at the request of Sponsor; and (v) assistance
in the development of hospitality packages at race venues.
E. Sponsor Public Relations and photographic personnel will be
provided full credentials and access to all CART sanctioned event locations
normally available to fully accredited working press and photographers.
7. Advertising Opportunities. Sponsor shall have priority
advertising purchasing rights (subject to availability and at an incremental
cost) for:
A. Television airtime in the race broadcast;
B. Radio airtime in the race broadcast;
C. Advertising package in souvenir event programs;
D. Official CART Book;
E. Advertising in the Official "Season in Review" Book;
F. Advertising in all advertorials commissioned by CART.
It is further understood that Sponsor's parent company and affiliates shall be
permitted to obtain the priority advertising purchasing rights as set forth in
paragraph 7 from CART.
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8. Additional Support Services and Marketing Opportunities. CART
shall provide Sponsor the following support items and additional benefits:
A. Services of the CART Client Services Group;
B. Access to ongoing CART attitude and awareness research study
with the option to co-fund specific research questions;
C. Access to CART specialist research services;
D. Opportunity to participate in CART Supplier workshops;
E. Access to CART video and photo archives at cost;
F. Right to use the CART xxxx on nonsalable premiums with no
royalty due to CART;
G. Sponsor will be recognized as an Official Sponsor of the CART
Awards Banquet, which provides for a table of ten (10),
signage, and appropriate recognition during the activities;
H. Sponsor shall have the right to maintain a hot-link to the
Sponsor's home page on the World Wide Web from the CART
Internet Web Site.
9. Consideration.
A. Sponsor shall pay an annual rights fee of
________________________ ($_____________) Dollars during the term hereof,
according to the following payment schedule:
- ($ ) Dollars by January 1
------------ ---------
of each year of this Agreement;
- ($ ) Dollars by April 1 of
------------ ---------
each year of this Agreement;
- ($ ) Dollars by July 1 of
------------ ---------
each year of this Agreement;
- ($ ) Dollars by October 1
------------ ---------
of each year of this Agreement.
CART shall submit an appropriate invoice for payment thirty (30) days prior to
the date the respective payments are due.
B. Sponsor shall sell reasonable quantities of additional
product to CART and its teams at its best available delivered price in the
market, consistent with past practices.
10. Confidentiality.
A. All media releases, public announcements, and public disclosures
by either party or its employees or agents relating to this Agreement,
including, but not limited to promotional or marketing material, but not
including any announcement intended solely for internal distribution by either
party or any disclosure required by legal, accounting, or regulatory
requirements beyond the reasonable control of the disclosing party, or any
announcements which solely make incidental references to Sponsor as the
"Official __________ of CART" shall be coordinated with and approved
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by the other party prior to the release thereof.
B. CART and Sponsor agree to safeguard the confidentiality of any
information obtained in the performance of this Agreement regarding the
products, accessories, designs and developments of the other party. It is agreed
that each party remains the owner of its information and documents and that such
information and documents can be used by the other party only for the purpose of
performing under the terms of this Agreement. The disclosure of any such
information or documents to any third party requires prior written approval of
the owner of such information and requires the prior agreement of such third
party to safeguard the confidentiality. Notwithstanding the foregoing,
disclosure may be made if necessary to enforce a party's rights under this
Agreement, or if required by a governmental agency, in which case any and all
documents, information, or materials disclosed shall be marked "confidential"
and such party shall seek confidential treatment of such information.
11. Authority to Contract. Each party warrants and represents that it has
the full right and authority to enter into and perform this Agreement and to
grant all rights granted herein, and that the execution and delivery of this
Agreement has been duly authorized by all necessary corporate action. CART
acknowledges that only the President or Vice President of Sponsor are
authorized, on behalf of Sponsor, to execute this Agreement or any modifications
or amendments thereto, or any notice of prior termination thereof. Contracts,
agreements, promises, representations, understandings, or arrangements of any
nature, with respect to this Agreement, which shall have the effect of waiving
performance of any of the provisions of the Agreement or making any amendment or
modification or any other change in, or addition to, this Agreement or imposing
definite obligations on either Sponsor or CART not otherwise specifically
imposed by this Agreement, may be made only in writing by the President or Vice
President of Sponsor. Sponsor will not be bound by any contracts, agreements,
promises, representations, understandings, or arrangements of any nature,
whether or not in writing, made by any other person.
12. Assignment. Neither party may assign this Agreement, or
sublicense any or all of its rights and obligations hereunder, without first
obtaining the written consent of the other party.
13. Entire Agreement; Waivers and Amendments. This Agreement sets forth
the entire agreement between the parties and supersedes all prior agreements and
understandings between the parties, their officers, directors, or employees
relating to the subject matter hereof. None of the terms of this Agreement may
be waived or modified except as expressly agreed to, in writing, by both
parties.
14. Notices. Except as otherwise provided, any notice or other
communication required or permitted to be given under this Agreement will be
sufficient if it is in writing and delivered personally, telegraphed, telecopied
or telexed, or mailed (by certified, registered or first class mail or by
recognized overnight courier), postage prepaid, and will be deemed given when so
delivered personally, telegraphed, telecopied or telexed, or if mailed by
certified, registered, first class mail or by recognized overnight courier, one
day after the date of mailing, as follows (or to any other address provided by a
party in accordance with this Section):
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If to CART: Championship Auto Racing Teams, Inc.
000 X. Xxx Xxxxxx Xxxx, Xxxxx 000
Xxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxxx Xxxxx and Xxxxx Xxxxxxxxxxx
With a copy to: Xxxxxxx X. Xxxxx, Esq.
0000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx X
Xxxxxxxxxx Xxxxx, XX 00000
Facsimile: (000) 000-0000
If to Sponsor: Name
Address
City, State, Zip Code
With a copy to: General Counsel
Name
Address
City, State, Zip Code
15. Governing Law. This Agreement will be governed by and construed
in accordance with the laws of the State of Michigan.
16. Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original but all of which
together will constitute one and the same instrument.
17. Headings. The headings in this Agreement are for reference
purposes only and will not in any way affect the meaning or interpretation of
this Agreement.
18. Severability. If any provision of this Agreement is determined
to be illegal or invalid, such illegality or invalidity will have no effect
on the other provisions of this Agreement, which will remain valid, operative
and enforceable.
19. Relationship of the Parties. Nothing in this Agreement will be
deemed to create a partnership or joint venture among any one or more of the
parties.
20. Cancellation. Either party may unilaterally cancel this Agreement upon
the occurrence of any of the following on behalf of the non-canceling party,
provided, however, the canceling party must give notice in writing by certified
mail to the non-canceling party, specifying the ground or grounds for
termination and permitting said party thirty (30) days in which to cure the
purported ground or grounds of termination:
A. Either party becomes insolvent or enters federal bankruptcy
or reorganization proceedings; or
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B. A receiver, trustee, guardian or marshal! is appointed to
manage the affairs of either party; or
C. Either party should, for reasons totally beyond its cause
or control, be completely and permanently prevented from reasonably complying
with its duties hereunder; or
D. Either party fails to perform any of the material terms and
conditions herein; or
E. Any of the material representations made by either party to
the other which led to this Agreement proves to be false.
Should Sponsor invoke the above cancellation provisions, all money paid by
Sponsor in connection with this Agreement shall be forthwith returned to Sponsor
in full, less monies sufficient to pay any reasonable charges any debts already
incurred by CART before termination, subject to verification by Sponsor. Return
of such monies shall thereupon constitute mutual release from any further
obligation or responsibility of any kind whatsoever hereunder, other than those
provisions listed in this Agreement.
21. Indemnity Provisions.
A. Sponsor agrees to indemnify and hold harmless CART and its
authorized agent(s), or either of them, from and against any and all expenses,
damages, claims, suits, actions, judgments and costs, including reasonable
attorneys' fees, arising out of Sponsor's negligence, willful misconduct in
connection with this Agreement, and/or alleged defect in design, manufacture or
assembly of _____________ products supplied by Sponsor under this Agreement,
provided that Sponsor is given prompt written notice of any such action or
claim.
B. CART agrees to indemnify and hold harmless Sponsor and its
authorized agent(s), or either of them, from and against any and all expenses,
damages, claims, suits, actions, judgments and costs, including reasonable
attorneys' fees, arising out of or in connection with any event under this
Agreement hereunder, other than negligence, willful misconduct or breach of
contract by Sponsor, provided that CART is given prompt written notice of any
such action or claim.
C. Following the receipt of such notice required under subsections A
or B above, the indemnifying party shall have the option, upon written notice of
same to the other, to contest any such claim or action and to have exclusive
control of the defense thereof.
IN WITNESS WHEREOF, this Agreement is executed by the parties hereto as of
the date first above written.
SPONSOR CHAMPIONSHIP AUTO RACING
TEAMS, INC.
By: By:
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Its: Its:
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