This agreement is entered into effective the 30th day of January, 1996 between
American International Motorsports (AI Motorsports) and Sequent Computer
Systems, Inc. an Oregon Corporation (Sequent).
A. AI Motorsports has a present right to use for promotional purposes two
top fuel dragsters owned by AI Motorsports. Further, AI Motorsports
employs Xxxxx Xxxxxxx and Xxxxxx Xxxxxxx as professional race car
drivers who currently drive the top fuel dragsters owned by AI
Motorsports on the National Hot Rod Association ("NHRA") top fuel
dragster circuit.
B. Sequent is an Oregon Corporation and is in the business of
manufacturing a high performance multiprocessing family of computer
systems.
C. Sequent desires to sponsor AI Motorsports in order to assist in the
promotions, marketing and advertising of the computer systems.
NOW THEREFORE, in consideration of the mutual covenants and conditions
contained herein the parties hereto agree as follows:
1. Display of Corporate Name and Logo. Subject to the conditions and upon
the terms set forth herein, AI Motorsports hereby allows Sequent to
promote its computer systems business by causing placement of the
Corporate name and Logo used by Sequent in its promotional efforts
("Logo") on AI Motorsports competition top fuel dragsters ("Competition
Dragsters") driven by Xxxxx Xxxxxxx and Xxxxxx Xxxxxxx for promotional
purposes. In addition to placing the name and Logo on the Competition
Dragsters, the name and Logo shall appear on the trailers used by AI
Motorsports to transport the Competition Dragsters; on
patches/embroidery to be worn on the firesuit of the driver as per the
art work attached as Exhibit A and incorporated herein.
2. Term. The initial term of this Agreement shall be for the period
beginning January 30, 1996 and ending December 31, 1996. Sequent must
give AI Motorsports written notice 30 days prior to the end of the
initial term of December 31, 1996 of its intent to renew this Agreement
via certified mail return receipt requested. Thereafter, the parties
hereto agree to negotiate in good faith for the renewal of this
Agreement. If the parties are unable to reach a mutual agreement for
the renewal of this Agreement prior to December 31, 1996, then this
Agreement shall terminate and neither party shall have any further
obligations hereunder except as to those obligations which may have
accrued prior to such termination.
3. Promotional Fee: In consideration of the rights granted and services
provided hereunder and the display of Sequent's Corporate name and Logo
on the Competition Dragsters, trailers and firesuits of both Xxxxx
Xxxxxxx and Xxxxxx Xxxxxxx, Sequent will pay to AI Motorsports $450,000.
4. The Dragsters: (a) During the term of this Agreement, AI Motorsports
hereby agrees to cause the name and Logo to be prominently displayed as
provided in paragraph 1 hereof. Sequent will have the sole
responsibility to supply the artwork for placement of the name and Logo
on the Competition Dragsters and on all other display areas referred to
in paragraph 1 hereof. AI Motorsports shall pay all costs associated
therewith, including expenses associated with the placement of the name
and Logo on the Competition Dragsters or other areas referred to herein.
(b) Sequent acknowledges that this is a non-exclusive Agreement and that
associated sponsors may display their Corporate names and logos on the
Competition Dragsters. Sequent will receive logos measuring 9" x 36" on
the Dragsters and 1' x 7' on both sides of the trailers and on the rear
door of the trailers. Sequent will be listed on all entries as being a
secondary sponsor for the team.
5. Racing Schedules. Sequent hereby acknowledges the NHRA schedule for
the year 1996 in which the Competition Dragster will be competing, which
is attached hereto as Exhibit "B" and made a part hereof. AI
Motorsports acknowledges that the Competition Dragster will compete in
all NHRA National Points events during the term of this Agreement, as
attached.
6. Hospitality Truck and Trailer. AI Motorsports will provide personnel
to assist in the setup and tear down of awning on Hospitality Trailer at
each event. These services are included in the overall fee. Sequent
will remain responsible for the cost and maintenance of insurance,
permits, and necessary mechanical maintenance of Hospitality Truck and
Trailer. Sequent will provide hospitality at 8 National events to an
average of 20 AI Motorsports guests per race. This will include
tickets, food, registration, use of trailer facilities for one day. AI
Motorsports can entertain additional guests for additional days by
paying for tickets and $15 a day per person for food. The Hospitality
Trailer is not available until the evening race on Friday.
7. Use of Name and Accomplishment. AI Motorsports agrees to allow Sequent
to use AI Motorsports name and AI Motorsports racing accomplishments
from past years and any of Xxxxx Xxxxxxx'x and Xxxxxx Xxxxxxx'x
accomplishments that may occur during the term of this Agreement in
order to further advertise and promote Sequent's products. At the end
of this Agreement all rights to the use by Sequent of AI Motorsports
name shall lapse and terminate. Sequent wishes to have Xxxxx Xxxxxxx
and Xxxxxx Xxxxxxx meet their guests and sign autographs each day during
race weekends. Sequent wishes to have Xx XxXxxxxxxxx provide a group
presentation on each Saturday am for Sequent guests.
8. Parking. Sequent wishes to park side by side, awning to awning, in the
pit area with Xxxxx Xxxxxxx'x truck/trailer subject to approval of track
owner and NHRA for each race.
9. Insurance. AI Motorsports agrees that it will at all relevant times
during the term of this Agreement, at no cost and expense to Sequent
maintain or cause to be maintained public liability insurance upon AI
Motorsports and agents against claims for bodily injury, death or
property damage resulting from the negligent acts or omissions of AI
Motorsports and agents in performance of their duties for AI Motorsports
and in turn AI Motorsports' duties to Sequent. Such insurance shall
afford protection, with respect to the business premises used by AI
Motorsports to a combined single limit of $1,000,000 in respect to
bodily injury and property damage for one occurrence. Such insurance
shall also afford protection, with respect to the trucks and trailers
used by AI Motorsports in the transportation of the Competition
Dragster. Such insurance will also afford protection, with respect to
the truck and trailer used by AI Motorsports in the transportation of
the Competition Dragsters in a combined single policy limit of not less
than $325,000.00 per occurrence. Additionally AI Motorsports shall
maintain or cause to be maintained a $1,000,000.00 combined single limit
liability policy to cover bodily injury or property damage to third
parties while using the trucks and trailers. Such insurance whether in
one or more policies, shall also name Sequent as additional insureds.
Notwithstanding the foregoing, Sequent understands that during the term
hereof AI Motorsports will maintain such public liability insurance
during those times when they are competing with the Competition
Dragsters. During such times of competition, AI Motorsports represents
and warrants that such insurance is provided by NHRA to be maintained
and provided for the person, organization and sponsors such as Sequent.
Accordingly, Sequent sponsorship shall extend only to: (a) top fuel
dragster events, including those described on Exhibit "B" attached
hereto, that are held during the term of this Agreement, and are
sanctioned by the NHRA, and are covered by public liability insurance
which is no less in amount and coverage than that shown on Exhibit "C"
with such insurance to be provided by insurance companies with at least
a Best Insurance Guide A rating; and (b) top fuel dragster practice
runs at tracks that are covered by public liability insurance which is
no less in amount and coverage as set out in (a) above.
10. No Agency, Partnership or Joint Venture. Each party hereto
acknowledges and represents to the other that this Agreement provides
merely for the sponsorship through rights which Sequent acquires in AI
Motorsports and is procured and administered by AI Motorsports, with
regard to the Competition Dragsters. Nothing contained herein shall be
deemed to create an agency, joint venture, or partnership between the
parties hereto, or between Sequent and AI Motorsports. Except as
specifically allowed in this Agreement, each party to this Agreement is
specifically prohibited from acting for or on behalf of any other party
to this Agreement.
11. Xxxxx Xxxxxxx and Xxxxxx Xxxxxxx'x Obligation. AI Motorsports
acknowledges that Xxxxx Xxxxxxx is Motorsports' professional driver for
its top fuel Competition Dragster and was 1995 NHRA "World Champion" in
the top fuel Competition Dragster circuit. Accordingly, AI Motorsports
agrees that they will do all things reasonable and necessary to fulfill
the terms and conditions of this Agreement and AI Motorsports guarantees
to Sequent the performance of AI Motorsports hereunder. If for any
reason, whether the fault of AI Motorsports, or otherwise, AI
Motorsports is in any way prohibited from carrying out the terms and
conditions of this Agreement, then, in such event, Sequent shall, at its
sole option, be entitled to receive a refund equal to rights and
services paid for and not received by Sequent, or Sequent may elect to
have such amounts credited to performance fees for subsequent racing
season(s).
12. Assignment. Each party to this Agreement shall be restricted from
assigning, conveying or transferring its rights and obligations, except
as between a party and its affiliates, under this Agreement without the
express written consent of the other parties hereto.
13. Indemnification. AI Motorsports agrees to indemnify and hold harmless
Sequent against any costs, (including reasonable attorney fees) losses,
claims, damages or liabilities, joint or several, to which Sequent or
the other subsidiaries may become subject, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) that
arise out of or are based upon AI Motorsports' racing activities and
performance of their respective obligation hereunder.
Sequent agrees to indemnify and hold AI Motorsports harmless against any
costs (including reasonable attorney fees), losses, claims, damages or
liabilities, joint or several to which AI Motorsports may be subject
insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon Sequent's wrongful use
of AI Motorsports' name.
14. Notices. Notices under this Agreement shall be in writing and
delivered to the following person at the following addresses:
Sequent Computer Systems, Inc.
00000 X.X. Xxxx Xxxxxxx
Xxxxxxxxx, Xxxxxx 00000-0000
Attn: Manager Contracts
American International Motorsports
0000 X-00 Xxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
The effective date for notices under this Agreement shall be the date of
delivery and not the date of mailing.
15. Applicable Law. This Agreement will be construed in accordance with
the laws of the State of Oregon without regard to the choice of law
principles.
AI MOTORSPORTS SEQUENT COMPUTER SYSTEMS, INC.
By: By:
Name: Name:
Title Title:
Date: Date:
