This agreement ("Agreement") is entered into this 23rd day of January
1998, by and between Team Scandia, Inc. (hereinafter "Scandia"), a
Delaware corporation, with its principal place of business at 000 X.
Xxxxx Xxxxxx Xxxx, Xxxxxxxxxxxx, XX 00000 and Sequent Computer Systems,
Inc. (hereinafter "Sequent"), an Oregon corporation, with its principal
place of business at 00000 XX Xxxx Xxxxxxx, Xxxxxxxxx, XX 00000-0000.
Recitals
WHEREAS, Scandia has a present right to use, for promotional purposes, a top
fuel dragster owned by Scandia. Further, Scandia shall employ a professional
race car driver ("Driver"), to be mutually agreed upon by the parties, to
drive Scandia's top fuel dragster on the National Hot Rod Association ("NHRA")
top fuel dragster circuit.
WHEREAS, Sequent is engaged in the business of manufacturing a family of
high performance, multiprocessing computer systems.
WHERAS, Sequent desires to sponsor Scandia in order to assist in the
promotion, marketing and advertising of its 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, Scandia hereby allows Sequent to
promote its computer systems business by causing placement of the
corporate name and logo (collectively "Logo") used by Sequent in its
promotional efforts on Scandia's competition top fuel dragster
("Competition Dragster") driven by Driver, for promotional purposes.
In addition to placing the Logo on the Competition Dragster, the Logo
shall appear on the trailer used by Scandia to transport the
Competition Dragster and on patches/embroidery attached to 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 8, 1998, and ending November 10, 1998. Sequent
must give Scandia written notice, via certified mail, no less than
thirty (30) days prior to the end of the initial term of its intent
to renew this Agreement. Thereafter, the parties 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 November 10, 1998, then this Agreement shall terminate and
neither party shall have any further obligations hereunder except as
to those obligations that may have accrued prior to such termination.
3) Payment Schedule: Sequent will pay Scandia the sum of $450,000.00
for the 1998 race season. All funds will be dedicated specifically
to the NHRA dragster program. Payment schedule is as follows:
Upon Signing: $ 112,500.00
April 1st $ 112,500.00
July 1st $ 112,500.00
October 1st $ 112,500.00
4) The Dragster:
(a) During the term of this Agreement, Scandia hereby agrees to
cause the Logo to be prominently displayed on the Competition
Dragster as provided in Paragraph 1 herein. Sequent will have
the sole responsibility to supply the artwork for placement of
the Logo on the Competition Dragster and on all other display
areas referred to in Paragraph 1 herein. Scandia shall pay all
costs associated therewith, including expenses associated with
the placement of the Logo on the Competition Dragster 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 Dragster. Sequent will receive
logos measuring 9" x 36" on the Dragster and 1' x 7' on both
sides of the trailer and on the rear door of the trailer.
Sequent will be listed on all entries as being a sponsor for
the team.
(c) All sponsors will share costs for producing team hats and T-
shirts. Sequent will be included in all team merchandise by
Scandia.
5) Racing Schedules: The parties agree that the Competition Dragster
will be present and compete at the 1998 NHRA events listed in Exhibit
B subsequent to the Effective Date of this Agreement.
6) Hospitality Truck and Trailer: Sequent will allow Scandia to use
Sequent's Hospitality Truck and Trailer and Scandia will be providing
all inclusive hospitality for Sequent and its guests at each NHRA
event. Saturdays will be exclusive to Sequent's use and Sundays will
be open to all. (Sequent has a 100-person cap per event).
7) Use of Name and Accomplishment: Scandia agrees to allow Sequent to
use Scandia's name and Scandia's racing accomplishments from past
years, and any of Driver's accomplishments that may occur during the
term of this Agreement, in order to further advertise and promote
Sequent's products. Upon the termination of this Agreement, all
rights to the use by Sequent of Scandia's name shall lapse and
terminate. Sequent wishes to have Driver meet its guests and sign
autographs each day during race weekends.
8) Parking: Sequent, and its guests, shall park side by side in the
pit area with Scandia subject to approval of track owner and NHRA for
each race.
Hospitality: All races that Sequent participates in hospitality
there will be a $221.00 parking fee to be paid to Scandia. Total
for 11 races will be $2,431.00. Fifty percent upon signing and fifty
percent due July 1, 1998.
9) Insurance: Scandia agrees that it will at all relevant times during
the term of this Agreement, and at no cost and expense to Sequent,
maintain or cause to be maintained, public liability insurance upon
Scandia, its agents and representatives, against claims for bodily
injury, death or property damage resulting from the negligent acts or
omissions of Scandia, its agents and representatives in the
performance of their duties under the terms of this Agreement. Such
insurance shall afford protection, with respect to the business
premises used by Scandia, to a combined single limit of $10,000,000,
with respect to bodily injury and property damage for a single
occurrence. Such insurance will also afford protection, with respect
to the truck and trailer used by Scandia, in the transportation of
the Competition Dragster in a combined single policy limit of not
less than $325,000 per occurrence. Additionally, Scandia shall
maintain, or cause to be maintained, a $1,000,000 combined single
limit liability policy to cover bodily injury or property damage to
third parties while using the truck and trailer. All insurance
policies required to be maintained by Scandia under the terms of this
Agreement shall name Sequent as an additional insured.
Notwithstanding the foregoing, Sequent understands that during the
term of this Agreement, Scandia will maintain public liability
insurance during those times when it is competing with the
Competition Dragster. During such times of competition, Scandia
represents and warrants that such insurance is provided by NHRA and
will be maintained and provided for sponsors such as Sequent.
Accordingly, Sequent's sponsorship shall extend only to: (a) top
fuel dragster events, including those described on Exhibit B, held
during the term of this Agreement, sanctioned by the NHRA and covered
by public liability insurance no less in amount and coverage than
that shown on Exhibit C, attached hereto, and provided by an
insurance company with at least a Best Insurance Guide A rating; and
(b) top fuel dragster practice runs at tracks which are covered by
public liability insurance 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
Scandia, and is procured and administered by Scandia, with regard to
the Competition Dragster. Nothing contained herein shall be deemed
to create an agency, joint venture, or partnership between the
parties. Except as specifically provided in this Agreement, each
party is prohibited from acting for or on behalf of the other party.
11) Driver's Obligation: Scandia acknowledges that Driver is Scandia's
professional driver for its top fuel Competition Dragster in the top
fuel competition dragster circuit. Accordingly, Scandia agrees that
it will do all things reasonable and necessary to fulfill the terms
and conditions of this Agreement. If for any reason, whether through
the fault of Scandia or otherwise, Scandia is in any way prohibited
from carrying out its obligations under the terms and conditions of
this Agreement, then, in such event, Sequent shall be entitled at its
sole discretion, to cease making any further payments of the fee as
may then be owing under Paragraph 3 herein, in addition to any other
rights that Sequent has herein, or at law or in equity.
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 party hereto, which
consent shall not be unreasonably withheld.
13) Indemnification:
(a) Scandia agrees to indemnify and hold harmless Sequent against
any costs (including reasonable attorney fees), losses, claims,
damages or liabilities, joint and/or several, to which Sequent,
or its subsidiaries, may become subject, insofar as such
losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon Scandia's racing
activities and performance of its respective obligations
hereunder.
(b) Sequent agrees to indemnify and hold Scandia harmless against
any costs (including reasonable attorney fees), losses, claims,
damages or liabilities, joint and/or several, to which Scandia
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 Scandia's name.
14) Termination:
(a) Either party may terminate this Agreement upon thirty- (30)
days prior written notice to the other party if the other party
is in default of any provision of this Agreement and such
default is not cured within the thirty- (30) day period.
(b) Either party may terminate this Agreement by written notice
to the other party upon (i) the other party becoming insolvent;
(ii) any proceeding under the bankruptcy or insolvency laws is
brought by or against the other party which is not dismissed
within thirty (30) days; (iii) the appointment of a receiver or
a similar officer for the other party or for a substantial part
of the other party's property; (iv) the other party making an
assignment for the benefit of creditors or otherwise being
reorganized for the benefit of creditors.
15) Limitation of Liability: EXCEPT FOR DAMAGES DESCRIBED IN SECTION 13
HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY DAMAGES
RESULTING FROM A LOSS OF PROFITS OR USE, OR FOR ANY INCIDENTAL,
INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
16) Notices: Notices under this Agreement shall be in writing and
delivered to the following person at the following addresses:
In the case of Sequent:
Sequent Computer Systems, Inc.
00000 XX Xxxx Xxxxxxx
Xxxxxxxxx, Xxxxxx 00000-0000
Attn: Xxxx Xxxxxxxx
Manager, Contracts
In the case of Scandia:
Team Scandia, Inc.
000 X. Xxxxx Xxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
Attn: Xxx Xxxx
Dir. Of Public Relations & Marketing
The effective date for notices under this Agreement shall be the date
of delivery and not the date of mailing.
17) Governing Law: This Agreement will be construed in accordance with
the laws of the State of Oregon, without regard to the choice of law
principles.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.
TEAM SCANDIA, INC. SEQUENT COMPUTER SYSTEMS, INC.
By: /s/Xxxxxx X. Xxxxx By: /s/Xxxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxxxxx
Title: President Title: Corporate Controller
EXHIBIT B
1998 RACING SCHEDULE
DATE EVENT LOCATION
January 30- Feb 1 Pomona, CA
March 5-8 Gainesville, FL
March 00-00 Xxxxxxx, XX
April 00-00 Xxxxxxxx,XX
Xxx 00-00 Xxxxxxxxxxx, XX
May 23 Match Race (2runs) Norwalk, OH
May 29-31 Joliet, IL
June 12-14 Columbus,OH
June 00-00 Xx. Xxxxx, XX
Xxxx 00-00 Xxxxxx, XX
July 00-00 Xxxxxx, XX
Xxxx 00-Xxx 0 Xxxxxxx, XX
September 0-0 Xxxxxxxxxxxx, XX
Xxxxxxxxx 00-00 Xxxxxxx, XX
October 0-0 Xxxxxx, XX
Xxxxxxx 00-00 Xxxxxx, XX
November 12-15 Winston Select Finals Pomona, CA
