EXHIBIT 10.4
PROFESSIONAL SERVICES AGREEMENT
This Agreement ("Agreement") is made as of this 1st day of September,
2004, between JRT ASSOCIATES, INC., a Virginia corporation (hereinafter "JRT "),
with principal offices at 0000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxx
00000, and COLLECTIVE CONCEPTS GROUP, INC., a Delaware corporation, located at
0000 Xxxxx Xxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000.
WHEREAS, Collectible Concepts Group, Inc. (hereinafter the "Company") is
desirous of establishing a Xxx Xxxxxxxxx Collectibles Line for the purposes of
producing and marketing products related to Super Bowl and Championship Rings,
autographed products and interactive sports memorabilia; and
WHEREAS, the Company is desirous of JRT to provide the services of Xxxxxx
Xxxxxxxxx (hereinafter "Xxxxxxxxx") in obtaining an NFL license permitting it to
produce and sell various products including but not limited to those listed
above and the Company's Megaphone Cap, Fanbana, Satin Wall Scrolls and
Flashlights and Batteries; and
WHEREAS, the Company needs assistance from JRT to expedite and obtain a
license from Notre Dame University, the National Football League ("NFL") and
others, to produce and market the Company's Megaphone Cap, Fanbana, Satin Wall
Scrolls and Flashlights and Batteries and the MP3 Pen Drive and other products
as they may become available; and
WHEREAS, the Company desires to have Xxxxxxxxx as a member of its Advisory
Board; and
WHEREAS, JRT represents and it understands the wishes of Company and will
use its best efforts to facilitate the transactions contemplated above;
NOW, THEREFORE, in consideration of the efforts of JRT in accomplishing
the objectives set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are acknowledged, the parties agree as
follows:
1. INCORPORATION OF RECITALS.
The Recitals set forth above are incorporated herein by reference.
2. SERVICES AND COMPENSATION.
JRT agrees to assist the Company in the marketing, promotion and sale of
certain Products as defined herein. JRT agrees to assist the Company in
obtaining licenses from Notre Dame, the NFL, and others for the sale of the
Products. "The Products" shall be defined as any product JRT or Xxxxxxxxx
assists the Company in obtaining licenses for and/or in marketing, promoting
and/or selling including but not limited to a Xxx Xxxxxxxxx Collectibles Line
related to his NFL career, the Super Bowl, Championship Rings, autographed
products, interactive sports memorabilia, the Company's Megaphone Cap, Fanbana,
Satin Wall Scrolls, Flashlight and Batteries, MP3 Pen Drive and all other
products JRT assists the Company with as they become available (all of the
products are collectively referred to as "the Products" or "the Product").
The Company shall pay JRT a royalty/commission (hereinafter "commission")
in an amount equal to ten percent (10%) of the gross amount the Company receives
from any sale of the Products as defined above. The ten percent (10%) commission
shall continue for so long as the Company continues to sell or provide the
Products regardless of the Term of this Agreement. Commissions shall be
considered earned when the Products' invoice is paid by the Company's customer.
Commissions earned for any calendar month shall be paid to Xxxxxxxxx within
twenty (20) days of the end of the calendar month during which this Agreement is
in effect and shall be accompanied by a schedule of sales for which the
commission is being paid. If the Company is sold or if the Company sells the
Product to a third party, commissions shall continue to be paid to Xxxxxxxxx by
the purchasing company or the Company's successor in interest pursuant to the
terms of this Agreement. Additionally, in the event of the death of Xxxxxxxxx,
the Company shall be required to pay to Theismann's estate all commissions due
and owing to Xxxxxxxxx, and the Company's obligations to pay said commissions
shall survive Theismann's death.
JRT's services shall be at JRT's and Theismann's sole discretion, and the
parties recognize and agree that JRT and Xxxxxxxxx shall be free to pursue other
business opportunities as JRT or Xxxxxxxxx may determine in their sole
discretion.
JRT shall designate Xxxxxxxxx to serve on the Advisory Board of the
Company during the term of the Agreement.
3. OPTIONS.
As further compensation for JRT's efforts in attempting to obtain a
license or licenses from the NFL and Notre Dame University and participating as
a member of the Company's Advisory Board, the Company shall issue to JRT stock
option grants (the "Grants") to purchase the Company's common stock in the
following quantities and strike price:
2,000,000 shares at $.0015 per share
The options shall be granted to JRT upon the full execution of this
Agreement and shall be immediately vested, and JRT shall have five (5) years
from the date of this Agreement to exercise said options, in whole or in part.
In addition, each year on the anniversary date of this Agreement, the Company
shall grant JRT an additional 500,000 options per year, which shall become
immediately vested at a strike price of $.0015. Each additional 500,000 stock
options granted hereunder shall have a five (5) year life for purposes of
exercisability.
4. SEVERABILITY OF AGREEMENT.
With the exception of the termination paragraphs, should any part of this
Agreement or any reason be declared invalid, such decision shall not affect the
validity of any remaining portion, which remaining portion shall remain in force
and effect as if this Agreement had been executed with the invalid portion
thereof eliminated, and it is hereby declared the intention of the parties that
they would have executed the remaining portion of this Agreement without
including such parts or portions which may, for any reason, be hereafter
declared invalid.
5. TERM OF AGREEMENT.
This Agreement shall remain in full force for a period of five (5) years
from the date first written above. This Agreement shall be automatically renewed
for successive periods of five (5) years unless written notice is provided at
least thirty (30) days in advance of the end of a term. Notwithstanding the
foregoing, either party may terminate this Agreement upon thirty (30) days
written notice.
6. RIGHTS UPON TERMINATION.
Upon termination of this Agreement JRT will continue to receive
commissions for all sales of the Products in accordance with the commission
payment schedule contained herein, for so long as the Company sells any of the
Products. In the event of early termination by either party, the number of
additional Grants issued (after the first Two Million) will be determined on a
pro-rata basis depending on when the termination is effected.
7. PROMOTIONAL MATERIAL.
Use of Theismann's name, voice, image and biographical information is
subject to Theismann's prior written approval and consent, and any proposed use
shall not violate any pre-existing agreement to which Xxxxxxxxx is presently a
party.
8. ARBITRATION.
Any dispute between the Company and JRT relating to this Agreement or
relating to or arising out of JRT's engagement with Company shall be settled by
binding arbitration before a single arbitrator in Northern Virginia, pursuant to
the Rules ofthe American Arbitration Association. Each parry shall bear its own
costs, expenses and fees, including, without limitation, attorneys' fees and
experts' fees with respect to any such arbitration. Judgement upon any resulting
arbitration award may be entered in any court of competent jurisdiction and
shall be binding on both parties.
9. INDEMNIFICATION.
The Company agrees to and does hereby indemnify, defend and hold JRT and
Xxxxxxxxx harmless from and against any and all claims, causes of action,
liabilities, losses and damages (including reasonable attorney's fees) arising
from any actions or omissions of the Company with respect to this Agreement or
arising from or in connection with JRT or Theismann's involvement with the
Company, including but not limited to all claims involving the Products and
services provided by the Company including any product or services provided to
any third party including its customers and the public. Promptly after any such
claims, causes of action, liabilities, losses and damages become known to JRT or
Xxxxxxxxx, JRT or Xxxxxxxxx shall give the Company prompt written notice of, and
an opportunity to defend, any and all asserted claims, causes of action.
liabilities, losses and damages. This indemnification shall survive the
termination of this Agreement and shall continue for a period of five (5) years
after the termination of this Agreement.
In addition, the Company shall maintain liability insurance including but
not limited to product liabilihty insurance insuring the Company in the minimum
amount of Two Million Dollars ($2,000,000.00) per claim for all claims involving
the Product or the Products and services provided by the Company including any
product or services provided to any third parry including its customers and the
public. The Company shall name JRT and Xxxxxxxxx as an additional insured and
shall at least annually provide JRT and Xxxxxxxxx with written documentation
evidencing that the insurance is in full force and effect and in the amount
required. This obligation to maintain insurance and to name JRT a.nd Xxxxxxxxx
as an additional insured shall survive the termination of this Agreement and
shall continue for a period of five (5) years after the termination of this
Agreement.
10. EXPENSES
The Company shall reimburse JRT and Xxxxxxxxx for all reasonable and
ordinary expenses incurred by JRT in the performance of JRT's duties hereunder,
including but not limited to travel, hotel and meal expenses. JRT shall provide
to the Company any and all statements, bills or receipts evidencing the expenses
for which JRT seeks reimbursement, and such other related information or
materials as the Company may from time to time reasonably require. In the event
that JRT and/or Xxxxxxxxx travels to any location outside of the Washington,
D.C. metropolitan area, including, but not limited to the Company headquarters,
or to any customer, the Company shall be responsible and shall pay for first
class round trip air tickets, hotel accommodations, and meals for JRT and/or
Xxxxxxxxx. JRT shall make all first class round trip air reservations and
invoice the Company and the Company shall promptly pay such invoices.
11. NON-EXCLUSIVE AGREEMENT.
Both parties agree and acknowledge that this is a non-exclusive agreement
and that the Company and JRT and Xxxxxxxxx shall be free to enter into similar
agreements with other parties with no liability to the other. Such agreements
shall not affect all compensation due to JRT as described herein.
12. RIGHT OF FIRST REFUSAL.
Subject to any pre-existing contractual obligations of JRT or Xxxxxxxxx,
the Company shall have the right to produce and/or market any additional sports
related products or services, and JRT shall have a right of first refusal to
market the Product, to be exercised within a period of not more than sixty (60)
days following the introduction of such product or services by the Company.
13. NOTICES
Any notices required to be given hereunder shall be given at the address
provided above, first class mail, postage prepaid. Notice shall be considered
given on the third business day after mailing, if mailed first class or on the
next business day if mailed via overnight delivery.
14. CONFIDENTIALITY.
Except as contemplated by the terms hereof or as required by applicable
law or pursuant to an order entered or subpoena issued by a court of competent
jurisdiction, JRT shall keep confidential all material, non-public information
provided to it by the Company, provided the Company specifically designates such
material as "confidential", and shall not disclose such confidential information
to any third parry.
15. USE OF EMPLOYEES OR CONTRACTORS.
JRT may, at its own expense, use any employee or subcontractor or other
agent as it may deem necessary to perform the services contemplated hereunder,
except Xxxxxxxxx shall serve on the Company's Advisory Board. The Company shall
not direct, supervise or control any of JRT's employees, subcontractors or other
agents in the performance of their duties, with the understanding that any such
third party shall be bound by the terms of this Agreement.
16. PROVISION OF AMENDMENT OF AGREEMENT.
The provisions of this Agreement may only be waived, altered, amended or
repealed, in whole or in part, in writing and executed by all parties to this
Agreement.
17. GOVERNING LAW
This Agreement shall be construed in accordance with, and governed by, the
laws of the Commonwealth of Virginia, and the parties agree to submit to
arbitration in Northern Virginia to resolve any dispute.
18. SUCCESSORS AND ASSIGNS.
This Agreement shall inure to the benefit of the successors and assigns of
JRT.
IN WITNESS THEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
COLLECTIBLE CONCEPTS GROUP, INC.
a Delaware Corporation
By: /s/ Xxxx X. Xxxxxxxxx
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Title: President
Date: August 20, 2004
JRT ASSOCIATES, INC
a Virginia Corporation
By: /s/ Xxx Xxxxxxxxx
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Title: President
Date: August 30, 2004
