AGREEMENT
THIS AGREEMENT ("Agreement") is entered into between XXXXXX SNOWBOARDS,
INC., an Oregon corporation, (hereinafter "XXXXXX") and XXXX XXXXXXXX, a
Colorado resident (hereinafter "RIDER").
WHEREAS, XXXXXX and its subsidiaries are engaged in the manufacture, sale
and distribution of certain goods, including but not limited to, snowboards,
snowboard boots, snowboard bindings, snowboard outerwear, apparel, leisure and
sports clothing ("street wear") and accessories, under the XXXXXX(R) and other
brands (hereinafter "XXXXXX Products" or "Products"), and XXXXXX desires to
increase the exposure of the Products to the public;
WHEREAS, XXXXXX desires to engage the services of RIDER to (i) promote
XXXXXX, (ii) as a XXXXXX team rider, exclusively use, promote and market the
Designated Products (as defined herein), (iii) promote and wear XXXXXX Products
in public, (iv) assist XXXXXX in designing new Products, (v) evaluate XXXXXX
Products, and (vi) continue and expand a Xxxx Xxxxxxxx line of XXXXXX Designated
Products, containing RIDER's name and/or likeness;
WHEREAS, RIDER is a skilled and experienced snowboard rider, and, for the
11/1/97-10/31/98 season ("1997 Season"), 11/1/98-10/31/99 season ("1998
Season"), and 11/1/99-10/31/00 season ("1999 Season") (the 1997, 1998 and 1999
Seasons being individually, "a Season" or "the Season" and collectively the
"Seasons"), desires to ride as a XXXXXX Pro Rider, to promote XXXXXX Products,
to exclusively use the Designated Products, to assist XXXXXX in designing new
Products and evaluating XXXXXX Products and to exclusively xxxxx XXXXXX the
right for Designated Products to continue and create a Xxxx Xxxxxxxx line of
products during such Seasons.
NOW THEREFORE, XXXXXX and RIDER agree as follows:
1. No Conflicting Obligations. RIDER represents and warrants to XXXXXX,
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that RIDER has not entered, and agrees that RIDER will not, without XXXXXX'x
written consent, which consent may be withheld in XXXXXX'x sole discretion:
Page 1 -- AGREEMENT
a. Enter, into any contract or other arrangement with any other
manufacturer or distributor to represent that manufacturer or distributor or
grant use of the Xxxx Xxxxxxxx' name or likeness during the 1997 through 1999
Seasons for Products, other than for the Excluded Products.
b. Except for agreements regarding displays on Excluded Products,
enter any agreement that would cause RIDER to display any logos,
trademarks/trade names, symbols or other emblems on RIDER's clothing, footwear,
snowboards, headbands, helmets or other apparel worn or accessories used by
RIDER, other than those designated by XXXXXX, in any "Public Appearance" as
defined in Section 2.b(ii); or
c. Promote any product that XXXXXX reasonably finds to damage or
hurt XXXXXX'x image.
RIDER represents that RIDER is not subject to any obligation which would
conflict with or prevent RIDER from preforming any of his obligations under the
terms of this Agreement or granting use of the Xxxx Xxxxxxxx' name or likeness.
XXXXXX acknowledges that RIDER has entered a sponsored agreement with Oakley,
Inc. to promote sunglasses ("Oakley Agreement") which agreement RIDER has
furnished to XXXXXX. The Oakley Agreement and any other contract that RIDER
enters into to promote other products or services that is allowed under this
Agreement shall be referred to herein as a "Nonconflicting Agreement." RIDER
will promptly notify XXXXXX and provide XXXXXX with copies of any sponsorship
contracts for Excluded Products.
For purposes of this Agreement, (i) "Excluded Products" includes snowboard
outerwear and snowboard boots, worn pursuant to a sponsorship contract for
snowboarding and snowboarding competition, (ii) "Designated Products" includes
snowboards, snowboard bindings and snowboard accessories, and (iii) "snowboard
accessories" or "accessories" include, but are not limited to, headbands, hats,
gloves and bags.
2. Services and Rights Grant.
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Page 2 -- AGREEMENT
a. Services ("Services"). Except as otherwise provided herein,
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XXXXXX agrees to retain RIDER as, and RIDER agrees to exclusively represent
XXXXXX and exclusively perform the following services during the 1997 through
1999 Seasons:
(i) Pro Rider Services. During each of the 1997 through 1999
------------------
Seasons, Pro Rider agrees to represent XXXXXX with responsibilities set forth on
Exhibit 1 hereto, including but not limited to, snowboard riding and
participation in competitions, events, promotions and such other events as
XXXXXX reasonably requests, including, without limitation, the events set forth
in Exhibit 1.
(ii) Promotion of Products. During each of the 1997 through 1999
---------------------
Seasons, RIDER hereby agrees to (A) participate in events, promotions,
advertising, media interviews, photo shoots, personal appearances and snowboard
and apparel industry events, including, without limitation, XXXXXX marketing
events, with the responsibilities set forth in Exhibit 2; (B) except for
Excluded Products, to exclusively utilize, ride and/or exclusively wear XXXXXX
Designated Products furnished to RIDER in any instance where RIDER appears in
his capacity as a professional athlete, competitor or celebrity, including but
not limited to all competitions, public appearances, demonstrations, photo
sessions, motion picture appearances and video recordings ("Public Appearance")
with RIDER agreeing to use the Designated Products supplied to RIDER from XXXXXX
Products and not ride any other snowboard or use any other product competing
with the Products for any purpose whatsoever during the term of this Agreement,
except as specifically permitted pursuant to Section 1; provided, if RIDER finds
that the XXXXXX Products supplied are not adequate for competitive riding, RIDER
will provide his specifications to XXXXXX and XXXXXX will provide products
meeting those specifications; provided, XXXXXX will not have to undertake
unusual manufacturing costs or expense, but may supply other products of other
companies reasonably meeting those requirements with the logos of such products
removed; (C) wear apparel supplied to RIDER from XXXXXX Products when appearing
in public, except when snowboarding or competing in Excluded Products, except
that RIDER will not be required to wear any clothing that he finds reasonably
objectionable in terms of style, fit or quality; and (D) prominently display on
his snowboard outerwear a
Page 3 -- AGREEMENT
patch provided by XXXXXX, no larger than 2" x 3" in size, indicating that RIDER
is a XXXXXX Team Rider and to wear a headband/hat bearing the XXXXXX brand logo.
(iii) Testing and Evaluation of Products. RIDER shall test all
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XXXXXX Products, including, without limitation, the Designated Products to be
used by RIDER in competitive and recreational riding, as well as, XXXXXX'x new
product lines. XXXXXX shall make all reasonable efforts to provide Products for
testing to RIDER on or before September 15 of each year with testing to occur
and be completed by October 31st each year; provided, that the testing and
evaluation of products for the 1997 Season will be done without additional
compensation owing hereunder during the 1997 Season. XXXXXX Designated Products
to be used by RIDER should be tested, evaluated and specifications finalized by
October 31st each Season.
(iv) Overall Service Obligation. RIDER acknowledges that he will
--------------------------
devote full time to the activities outlined herein; provided, however, RIDER
shall only be responsible to work the number of days which XXXXXX designates.
RIDER agrees that XXXXXX may modify the assignments given in a given Season with
reasonable notice. Further, RIDER acknowledges that, based on the consideration
herein, RIDER's primary obligation will be to support XXXXXX and XXXXXX
Designated Products and will schedule his other commitments and obligations so
as to meet his obligations to XXXXXX hereunder.
b. Rights Granted ("Rights"). RIDER grants XXXXXX during the term of
-------------------------
this Agreement the Right to exclusively use the name, picture and likeness of
RIDER on Designated Products and in connection with the promotion thereof and
nonexclusively to promote XXXXXX in general. Further, XXXXXX shall retain a
nonexclusive license following the termination of this Agreement to liquidate in
a normal fashion all Designated Products containing such name, picture or
likeness, to the extent such Products were produced in quantities reasonably
related to expected sales during the Season(s) falling within this Agreement
prior to termination hereof; provided, however, if this Agreement is terminated
by XXXXXX due to a breach by RIDER hereof, such license shall remain exclusive
throughout the remainder of the Season then falling
Page 4 -- AGREEMENT
within this Agreement without the payment of further compensation hereunder.
3. Standards of Performance. RIDER agrees to use his best efforts to
------------------------
actively and aggressively promote XXXXXX'x snowboards and related Products on a
full time basis and to enhance the image and reputation of XXXXXX. RIDER agrees
to act in a professional and dignified manner and to display sportsmanlike
conduct at all times while representing XXXXXX, avoiding conduct and action
which will discourage the good name and reputation of XXXXXX or the Products.
RIDER agrees that while representing XXXXXX in training, riding competitions,
events, demonstrations or promotional activities of any type, including Personal
Appearances, RIDER will not use alcohol or use or possess any illegal drugs or
substances.
4. Compensation; Expenses. In exchange for the Services to be
----------------------
performed and Rights granted hereunder, XXXXXX agrees to compensate RIDER, and
RIDER agrees to accept as full compensation therefore the following payments,
subject to adjustment as provided in this Section 4 and withholding by XXXXXX
from any cash payments hereunder the amount of any required federal, state and
local income or other tax withholding:
a. For Services, XXXXXX shall:
(i) Pay RIDER the sum of $15,000 per month, payable on the first
day of each month, beginning November 1, 1997 throughout the term of this
Agreement.
(ii) Pay RIDER the additional sum of $38,333.33 for each calendar
quarter ended January 31, April 30, July 31 and October 31 falling within the
11/1/97 and 10/31/00 period; provided (a) that the payment for the calendar
quarter ending 1/31/00 (before any applicable reduction) shall be $38,333.37;
(b) such quarterly payment shall be reduced pro rata (on a daily basis) for any
periods of injury falling within the calendar quarter ending on the payment date
that are not part of an "Excused Injury" (as defined herein); (c) such payment
will be forfeited, in XXXXXX'x discretion, for any calendar quarter in which
XXXXXX reasonably determines that RIDER has failed to perform his obligations
hereunder; provided, that under this Section 4.a.(ii) or Section 11.e.(v), RIDER
shall not be
Page 5 -- AGREEMENT
penalized for any failure to perform due to external events reasonably beyond
RIDER's control, such as cancellation of airline flights, weather (such as
avalanches, hurricanes or other storms that cancel events), civil war,
insurrection, acts of God, and other similar events. To the extent of any
reductions due to non-Excused Injuries, RIDER may elect to extend this Agreement
for such periods as necessary to earn such amounts; provided, such extension
must be upon no less than 90 days written notice prior to the termination of
this Agreement and RIDER may not be in default of his obligations hereunder at
the time of such extension and this Agreement must not previously have been
terminated; and (d) to the extent such payment is earned for a calendar quarter
ending 1/31/98, 4/30/98, 7/31/98, or 10/31/98, such payment shall be paid on the
following 1/31/99, 4/30/99, 7/31/99, and 10/31/99, respectively, with all other
quarterly payments to the extent earned to be paid within ten days of the
calendar quarter earned.
x. XXXXXX agrees to provide RIDER with (i) a lap top computer with
internet capabilities and capabilities to receive and transmit faxes and e-mail
transmission through land line hookups, and (ii) the goods listed in Exhibit 3,
at no charge, during each Season, such goods to be returned to XXXXXX at the end
of each Season. Xxxxxx may expand the list of goods provided and require RIDER
to utilize the same lap top computer for each Season.
c. Notwithstanding anything contained herein, RIDER shall be
responsible for all of his expenses in performing his obligations under this
Agreement, including competing in snowboard competitions. Notwithstanding the
foregoing, XXXXXX shall pay all of RIDER's reasonable out-of-pocket expenses
related to (i) trip(s) to the XXXXXX Product factory or headquarters in the
United States while this Agreement is in effect to enable RIDER to assist in the
design, development and promotion and marketing of the Products, and (ii) photo
shoots or promotional appearances at times and locations that do not fit in with
the performance of RIDER's other duties hereunder, i.e., photo shoots scheduled
for dead periods between major races would be excluded; provided, that XXXXXX
will pick-up the reasonable lodging and meal expenses in appearing at such photo
shoots or promotional appearances to the extent they require additional days
stay before or after events otherwise related to RIDER's performance of other
duties hereunder.
Page 6 -- AGREEMENT
5. Public Appearances.
------------------
a. RIDER acknowledges and agrees that XXXXXX will prepare any news
releases, advertisements, brochures and other promotional material using RIDER's
name or likeness in connection with the Designated Products and, in other ways,
publicizing and using RIDER's endorsement in connection with advertisements,
promotions and the sale of the Designated Products and promotion of XXXXXX
during the term of this Agreement and following its termination.
x. XXXXXX shall have the continuing right, following the termination
of this Agreement, to use all publicity and publicity materials which may have
been generated by or about RIDER during the term of this Agreement without the
payment of any additional compensation. RIDER grants and assigns to XXXXXX all
of RIDER's right, title and interest, including copyrights, if any, in any and
all films, photographs, video and audio tapes, magazine and newspaper articles
or any other material, including but not limited to statements or testimonials
of RIDER and reuse by XXXXXX or its assigns in any advertisements or promotional
materials, or any other manner desired by XXXXXX.
6. Other Pro Rider Agreements. XXXXXX reserves the right to enter into
--------------------------
Pro Rider Agreements with other athletes for the use and promotion of XXXXXX
products. RIDER agrees to work with XXXXXX management and any additional Riders
appointed by XXXXXX to fulfill RIDER's obligations under this Agreement and to
more fully promote XXXXXX'x products.
7. Liability Release and Indemnity.
-------------------------------
a. RIDER hereby acknowledges that snowboard riding and racing can be
a dangerous sport, possibly resulting in serious temporary or permanent bodily
injury or death, and releases XXXXXX and its directors, officers, employees,
agents and affiliates from any and all liability for any damage or injury
incurred by RIDER in connection with the performance of his services, including,
but not limited to, riding, testing, competing, or otherwise performing with
XXXXXX'x Products pursuant to this Agreement, except to the extent such
liability, damage or injury is caused, directly or
Page 7 -- AGREEMENT
indirectly, in whole or in part, by the active or willful negligence, misconduct
or intentional wrongdoing of XXXXXX or any of it's directors, officers,
employees, agents or affiliates.
x. XXXXX shall indemnify and hold harmless XXXXXX and its directors,
officers, employees, agents and affiliates from any liability and expense
(including, without limitation, attorneys' fees and costs) from any third-party
claim arising, directly or indirectly, in whole or in part, from any act or
omission of RIDER constituting negligence, gross misconduct or intentional
wrongdoing.
x. XXXXXX shall indemnify and hold harmless RIDER from any liability
and expense (including, without limitation, attorneys' fees and costs) in
connection with any claim arising out of this Agreement or in connection with
RIDER's association XXXXXX, to the extent that such liability and expense is
caused by the negligence, gross misconduct or intentional wrongdoing of XXXXXX
or any of its directors, officers, employees, agents of affiliate.
8. Medical Coverage and Insurance.
------------------------------
a. RIDER represents that he is in good physical condition and has no
knowledge of any disabilities or infirmities which would affect RIDER's ability
to participate in the sport of snowboarding or perform his obligations under
this Agreement.
x. XXXXX agrees to procure and maintain, during the term of this
Agreement, a medical insurance policy that includes major medical coverage on
RIDER. RIDER agrees to pay all costs of his medical coverage, treatment or other
expenses arising from any injury that he incurs from any cause, including but
not limited to any injury sustained while riding, competing, participating, or
traveling in performance of his obligations under this Agreement.
x. XXXXX shall notify XXXXXX of any injury or illness which may
prevent RIDER from complying with the terms of this Agreement within twenty four
(24) hours after said injury or illness occurs.
Page 8 -- AGREEMENT
x. XXXXXX may, at its expense, secure life, disability or other
insurance upon RIDER and name itself as the beneficiary of said insurance
policies.
9. Confidential Information. RIDER may have access to Product
------------------------
improvements, concepts, designs, processes and other confidential information of
XXXXXX. Said confidential information is considered to be part of the trade
secrets of XXXXXX and RIDER agrees not to disclose or divulge any such
confidential information to any third party without the prior written approval
by XXXXXX. RIDER shall not disclose to the public or any other rider any
material terms of this Agreement except by compulsion of law. Failure to abide
by this Section may result in suspension of termination of this Agreement.
10. Annual Schedule; Biweekly Reports.
---------------------------------
a. Prior to each season, XXXXXX and RIDER shall agree on a tentative
schedule of races, promotional events and Personal Appearances for that season.
For the 1997 Season, such Annual Schedule shall be agreed upon on or before
November 30, 1997.
b. Every other week RIDER shall furnish XXXXXX with a complete
written update in a form approved by XXXXXX, which may include, among other
items, the following: (i) results of races or demonstrations for all events or
competitions in which RIDER participated during the previous two weeks; (ii)
evaluations of any Products, if applicable; (iii) a report evaluating all XXXXXX
snowboards or other Products during the prior two weeks; and (iv) a listing and
description of RIDER's schedule of activities, competitions and other events,
including time, date, and location, for the next four weeks.
11. Term Of Agreement. This Agreement shall commence on November 1, 1997
-----------------
and, unless otherwise agreed in writing or earlier terminated as provided
herein, shall terminate on October 31, 2000. Notwithstanding anything contained
herein, this Agreement may be terminated upon the occurrence of any of the
following events:
a. By RIDER, upon failure of XXXXXX to timely make any payment under
Section 4; provided however, XXXXXX shall be entitled to notice of the first
three (3) failures to timely make any
Page 9 -- AGREEMENT
payment within any consecutive twelve (12) month period under this Agreement and
such termination rights shall only apply for those late payments for which
notice is required, if XXXXXX fails to make such payment within ten (10) days of
such notice.
x. XXXXXX'x failure to perform its other obligations hereunder after
written notice from RIDER of such failure and XXXXXX'x failure to initiate
action to correct such failure within five (5) days of receipt of such notice
and continue such efforts until such nonperformance is cured.
c. Except for failure due to an Excused Injury (as defined in
Section 11), RIDER's failure to perform his obligations hereunder after written
notice from XXXXXX of such failure and RIDER's failure to initiate action to
correct such failure within five (5) days of receipt of such notice.
x. XXXXX'x death or disability, to the extent such disability is
permanent or will prevent RIDER from continuing, after a reasonable recovery
period (not to exceed eight weeks), from competing in Major Competitions.
x. XXXXX'x failure to achieve any of the following or RIDER's
engaging in any of the following activities:
(i) RIDER's inappropriate or excessive use of alcohol.
(ii) RIDER's possession or use of illegal drugs or substances.
(iii) RIDER's suspension, probation or banning from competition
by any snowboard governing body, U.S. Olympic Committee or International Olympic
Committee.
(iv) RIDER's arrest and/or being charged with any crime that
constitutes a felony, that involves moral or sexual conduct, drug possession,
sale or use, fraud, dishonesty or similar actions.
(v) Except for periods of an Excused Injury, RIDER's failure to
either (A)(I) participate in at least 90%
Page 10 -- AGREEMENT
percent of the Major Competitions listed in Exhibit 1, or (II) 90% of the photo
shoots/media interviews listed in Exhibit 2, or (B) perform at least 90% of the
work assigned in any Season hereunder based on a number of total days of
assignment hereunder; provided, whether RIDER's obligations for a given season
under this Section 11.d.iii are being met, shall be determined at the end of
each calendar month, beginning with the third month in any Season.
(vi) RIDER's failure to place in the top five places in 80% of
the Major Competitions RIDER enters in a given Season.
For purposes of this Agreement, an Excused Injury shall be an injury from
which RIDER is expected to recover within eight (8) weeks provided, in no event
shall an injury be deemed an Excused Injury to the extent the total amount of
time for recovery from such Excused Injury and all prior such Excused Injuries
in a Season exceeds eight (8) weeks.
12. Personal Services Contract; Independent Contractor. This Agreement
--------------------------------------------------
constitutes a personal service contract and the RIDER shall not sell, assign or
transfer this Agreement or any of the rights or delegate any of his
responsibilities without the prior written consent of XXXXXX. If for any reason
RIDER violates this Section, XXXXXX may, at its discretion, and without notice,
terminate this Agreement. This Agreement shall be binding upon and inure to the
benefit of the heirs, executives, administrators, successors, and permitted
assigns of the respective parties. RIDER acknowledges that RIDER is an
independent contractor, not an employee, and as such, has no authority to act on
behalf of or bind XXXXXX in any manner.
13. Additional Agreements.
---------------------
a. Royalties. RIDER ACKNOWLEDGES THAT THIS AGREEMENT SUPERSEDES ALL
---------
OTHER AGREEMENTS OR UNDERSTANDINGS, REGARDING THE PAYMENT OF ROYALTIES, AND NO
OTHER ROYALTIES WILL BE PAYABLE ON XXXXXX PRODUCTS BEARING RIDER'S NAME, PICTURE
OR LIKENESS DURING THE TERM OF THIS AGREEMENT OR ON PRODUCTS COVERED HEREUNDER.
Page 11 -- AGREEMENT
b. Future Rights. RIDER hereby grants XXXXXX a right of first
-------------
refusal to acquire the rights to have RIDER promote and use RIDER's name and
likeness in relation to promoting Excluded Products, to the extent that such
Excluded Products are not subject to a promotional contract with RIDER and a
third party as of January 1, 1998 and, if subject to such contract on January 1,
1998, such right of first refusal shall apply from and after the expiration of
the term of any such contract.
14. Miscellaneous.
-------------
a. Notices. All notices required or permitted to be given under this
-------
Agreement shall be in writing. Notices may be served by airmail, postage paid
with return receipt requested; by private courier, prepaid; by telex, facsimile,
or other telecommunication device capable of transmitting or creating a written
record; or personally. Mailed notices shall be deemed delivered ten (10)
business days after mailing, properly addressed. Couriered notices shall be
deemed delivered on the date that the courier warrants that delivery will occur.
Telex or telecommunicated notices shall be deemed delivered when receipt is
either confirmed by confirming transmission equipment or acknowledged by the
addressee or its office. Personal delivery shall be effective when accomplished.
Unless a party changes its address by giving notice to the other party as
provided herein, notices shall be delivered to the parties at the following
addresses:
Xxxxxx Snowboards, Inc. Xxxx Xxxxxxxx
0000 Xxxxxxx Xxxx XX X.X. Xxx 0000
Xxxxx, Xxxxxx 00000 Xxxxxxxxxxxx, Xxxxxxxx 00000
X.X. Xxx 00000 Facsimile: (000) 000-0000
Xxxxx, Xxxxxx 00000 Phone: (000) 000-0000
Facsimile: (000) 000-0000
Phone: (000) 000-0000
b. Governing Law. THE PARTIES INTEND THAT THIS AGREEMENT SHALL BE
-------------
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OREGON
APPLICABLE TO CONTRACTS MADE AND WHOLLY PERFORMED WITHIN OREGON BY PERSONS
DOMICILED IN OREGON. The parties each consent to the venue and jurisdiction of
any state or federal court located in Xxxxxx County, Oregon. Each party agrees
that
Page 12 -- AGREEMENT
service of process may be made upon it wherever it can be located or by
certified mail directed to its address for notices under this Agreement.
c. Severability; Modification. Any provision of this Agreement that
--------------------------
is deemed invalid or unenforceable shall be ineffective to the extent of such
invalidity or unenforceability, without rendering invalid or unenforceable the
remaining provisions of this Agreement. To the extent any provision herein
would cause RIDER to violate any general rules (a rule not specifically
applicable to XXXXXX) regarding advertising displays or similar matters of an
event competition, any sponsoring snowboard governing body of an event,
including without limitation, the U.S. Olympic Committee or International
Olympic Committee, the requirements of this Agreement shall be modified for
purpose of that event only, to conform with the requirements of such event.
d. Attorney Fees. If any suit or action arising out of or related
-------------
to this Agreement is brought by any party, the prevailing party or parties shall
be entitled to recover the costs and fees (including without limitation
reasonable attorney fees, the fees and costs of experts and consultants,
copying, courier and telecommunication costs, and deposition costs and all other
costs of discovery) incurred by such party or parties in such suit or action,
including without limitation any post-trial or appellate proceeding.
e. Waiver. No provision of this Agreement shall be deemed to have
------
been waived unless such waiver is in writing signed by the waiving party. No
failure by any party to insist upon the strict performance of any provision of
this Agreement, or to exercise any right or remedy consequent upon a breach
thereof, shall constitute a waiver of any such breach, of such provision or of
any other provision. No waiver of any provision of this Agreement shall be
deemed a waiver of any other provision of this Agreement or a waiver of such
provision with respect to any subsequent breach, unless expressly provided in
writing.
f. Headings. The section headings in this Agreement are included
--------
for convenience only; they do not give full notice of the terms of any portion
of this Agreement and are not relevant to the interpretation of any provision of
this Agreement.
Page 13 -- AGREEMENT
g. Relationship of the Parties. Neither party hereto shall be
---------------------------
deemed an agent, partner, joint venturer, employer, or related entity of the
other by reason of this Agreement.
h. Continuing Agreement; Binding Effect. This Agreement is a
------------------------------------
continuing agreement and, unless sooner terminated pursuant to Section 11, shall
remain in full force and effect until all obligations of the parties hereunder
have been fully performed or otherwise discharged, and shall bind and inure to
the benefit of, and be enforceable by, the parties hereto and their respective
successors, heirs, and permitted assigns.
i. Counterparts. This Agreement may be executed in any number of
------------
counterparts, all of which when taken together shall constitute one agreement
binding on all parties, notwithstanding that all parties are not signatories to
the same counterpart.
j. Entire Agreement; Amendment. This Agreement, together with the
---------------------------
Exhibits and Appendices hereto, constitutes the entire agreement of the parties
relating to the subject matter hereof. There are no promises, terms, conditions,
obligations, or warranties other than those contained in this Agreement or in
the Exhibits and Appendices hereto. This Agreement supersedes all prior
communications, representations, or agreements, verbal or written, among the
parties relating to the subject matter hereof, including, without limitation,
the Exhibits and Appendices hereto. This Agreement may not be amended except in
a writing executed by the parties.
The parties hereto have caused this Agreement to be executed at Salem,
Oregon on this 9th day of April, 1998, effective as of November 1, 1997.
XXXXXX SNOWBOARDS, INC., an RIDER
Oregon corporation
By: /s/ Xxxxxxx Xxxxxxxx /s/ Xxxx Xxxxxxxx
--------------------------- --------------------------
Its: Vice President of Marketing XXXX XXXXXXXX
Page 14 -- AGREEMENT
EXHIBIT 1
PRO RIDER SERVICES
Mandatory Events Each Season/1/
----------------------------
RIDER shall appear in at least ten (10) international competitions per Season
with the expectation that RIDER will spend approximately five (5) days at each
contest, including travel and training time, a total of fifty (50) days. The
types of events will include the U.S. Open, Westbeach Classic, ISF World Cup, X
Games, FIS_World Cup and Olympic qualifying events ("Major Competitions"). For
the 1997 Season, such events, assuming RIDER qualifies, will include the Winter
Olympic Games.
Optional Events Each Season/1/
---------------------------
Such other events as XXXXXX designates.
EXHIBIT 2
PROMOTIONAL EVENTS
[UNDER REVISION]
Mandatory Events Each Season
----------------------------
1. Participation in filming of widely distributed films related to
snowboarding.
2. Photo shoots for product catalogs, magazines and editorials.
3. In-house seminars, summer camps, winter camps and consulting times at
XXXXXX Snowboards, Inc., including in June through August at XXXXXX, each
Season.
4. Magazine interviews, photos and appearances.
5. Personal Appearances at shop promotions, media events, trade shows and
other similar events, including in Japan, in Europe and in North America and
Canada.
Optional Events Each Season
---------------------------
Other events as XXXXXX designates such as web site participation.
EXHIBIT 3
EQUIPMENT TO BE PROVIDED BY XXXXXX
Products to include snowboards, snowboard bindings, accessories and other
"Designated Products" up to $4,000.00.
/1/ XXXXXX and RIDER agree to equitably adjust above schedule to the
extent there is any change in the nature, timing and scope of the professional
snowboard contests and events during the term of this Agreement to ensure that
RIDER appears at the type and nature of events outlined above.
