EXHIBIT 10.19
This (the "Agreement") is entered into
effective this 21st day of April, 2003 (the "Effective Date"), by and between
Viper Motorcycle Company ("Sponsor"), and Minnesota Vikings Football Club, LLC
(the "Team"), a Minnesota limited liability company that holds a franchise to
play professional football in the National Football League, is referred to
herein as the "NFL").
WHEREAS, Sponsor is engaged in the business of producing and distributing
motorcycles and related services, and
WHEREAS, the Team plays NFL games in a stadium in Minneapolis, Minnesota
(the "Stadium"); and
WHEREAS, Sponsor and the Team desire to enter into an agreement under
which the Team will provide to Sponsor advertising and promotional benefits with
respect to the Team, in exchange for sponsorship payments and other
consideration;
NOW THEREFORE, Sponsor and the Team hereby agree as follows:
1. FISCAL YEAR: TERM
(a) "Fiscal Year" means a one-year period commencing February 1 and
ending on the next January 31, and "Fiscal" followed by a reference to a
calendar year means the Fiscal Year ending on January 31 of the next calendar
year (e.g., "Fiscal 2003" means the Fiscal Year ending January 31, 2004).
(b) This Agreement is entered into by Sponsor and the Team with
respect to the period commencing on the Effective Date and ending on the last
day of Fiscal 2005 (the "Term").
2. ADVERTISING AND OTHER BENEFITS
Subject to performance of Sponsor's obligations hereunder, during the
Term the Team will provide for Sponsor's benefit the advertisements and other
benefits specified in Exhibit A hereto (each a "Benefit" and collectively the
"Benefits"), under the terms and conditions stated in Exhibit A. If at any time
during the Term of this Agreement the Team participates in the NFL postseason,
Sponsor will receive benefits specified in Exhibit B at the additional stated
amount and will include a five percent (5%) escalator in each applicable Term.
3. PAYMENTS
Sponsor shall pay to the Team (without reduction or setoff) $70,000 net
in Fiscal 2003, $81,000 net in Fiscal 2004, and $98,000 net in Fiscal 2005 in
cash and on or before the mutually agreed upon payment due dates shown below. A
1.5% monthly finance charge shall be assessed on all invoices over thirty (30)
days past due. Team will invoice Sponsor.
2003 DUE DATE AMOUNT 2004 DUE DATE AMOUNT
------------- ------ ------------- ------
May 31, 2003 $5,837.00 January 31, 2004 $5,833.00
June 30, 2003 $5,833.00 February 28, 2004 $5,833.00
July31, 2003 $5,833.00 March 31, 2004 $5,833.00
August 31, 2003 $5,833.00 April 30, 2004 $5,833.00
September 30, 2003 $5,833.00
October 31, 2003 $5,833.00
November 30, 2003 $5,833.00
December 31, 2003 $5,833.00
2004 DUE DATE AMOUNT 2005 DUE DATE AMOUNT
------------- ------ ------------- ------
May 31, 2004 $6,750.00 January 31, 2005 $6,750.00
June 30, 2004 $6,750.00 February 28, 2005 $6,750.00
July 31, 2004 $6,750.00 March 31, 2005 $6,750.00
August 31, 2004 $6,750.00 April 30, 2005 $6,750.00
September 30, 2004 $6,750.00
October 31, 2004 $6,750.00
November 30, 2004 $6,750.00
December 31, 2004 $6,750.00
2005 DUE DATE AMOUNT 2006 DUE DATE AMOUNT
------------- ------ ------------- ------
May 31, 2005 $8,163.00 January 31, 2006 $8,167.00
June 30, 2005 $8,167.00 February 28, 2006 $8,167.00
July 31, 2005 $8,167.00 March 31, 2006 $8,167.00
August 31, 2005 $8,167.00 April 30, 2006 $8,167.00
September 30, 2005 $8,167.00
October 31, 2005 $8,167.00
November 30, 2005 $8,167.00
December 31, 2005 $8,167.00
4. COMPLIANCE; APPROVAL OF MATERIALS
This Agreement and each Benefit are subject to the NFL Rules (as
hereinafter defined), and the form, content and presentation of each Benefit
shall be subject to the approval of the Team and to the rules of the Stadium or
any other facility of location at which any Benefit may be held or presented
(including any such rules regarding temporary blackouts or signage coverage) and
any applicable statutes, regulations and other legal requirements. Sponsor shall
not include in any Benefit (or in any related material) any advertising for (or
other reference to) any product or service that competes with any product or
service for which the Team then provides advertising or promotion. For each
Benefit that includes material to be broadcast, published, distributed,
displayed or made public, Sponsor shall prepare and produce such material in
final form and shall provide such material to the Team for its approval, in each
case with reasonable notice and adequate opportunity to review (and revise if
necessary) before the first date on which such material is to be broadcast,
published, distributed, displayed or otherwise made public.
5. COST OF SIGNAGE
The initial cost of any suite sign that may be included in this Agreement
will be the responsibility of the Team. Any change requested by Sponsor
following initial production completion will be the sole financial
responsibility of Sponsor.
6. SUBSTITUTION FOR UNAVAILABLE BENEFITS
Sponsor and the Team acknowledge and agree that, due to circumstances
beyond the reasonable control of Sponsor or the Team (including for example
limitations imposed by law or by NFL Rules), it may be or become impossible or
impracticable to provide one or more Benefits otherwise called for hereunder
(each an "Unavailable Benefit"). With respect to any Unavailable Benefit,
Sponsor and the Team shall consult regarding a substitute therefore, and
following such consultation, the Team may provide, in lieu of such Unavailable
Benefit, a substitute promotion or advertisement having promotional value not
materially less than that of the Unavailable Benefit. By doing so, the Team will
satisfy all of its obligations with respect to the Unavailable Benefit.
7. INDEMNIFICATION
Each party (the "Indemnifying Party") shall indemnify the other party and
hold it harmless from and against any and all claims, damages and liabilities,
including attorneys' fees and other expenses of defense (collectively
"Liabilities and Expenses") arising from any breach of this Agreement by the
Indemnifying Party or litigation, arbitration, governmental inquiry or other
claim or proceeding commenced by any third party alleging or arising from libel,
slander, invasion of practice, illegal competition, infringement of copyright,
license or other
intellectual property, negligence, privacy, improper trade breach of warranty,
unsafe, hazardous, or defective product or service, or other wrongful conduct by
the Indemnifying Party.
8. RETENTION OF RIGHTS
The only rights of Sponsor hereunder with respect to the Team, games
played by the Team and other activities and attributes of the Team are the
rights to receive the Benefits at the times and places specified in this
Agreement and in accordance with all terms hereof. All other rights with respect
to the Team, games and activities of the Team and attributes, logos, symbols,
names and other marks of (or related to) the Team (collectively "Team Marks")
are hereby retained by the Team and nothing in this Agreement creates any
license or other right with respect to any of the Team Marks.
9. REMEDIES AND TERMINATION
(a) If either party breaches or threatens to breach this Agreement,
the other party shall be entitled to seek monetary damages for such breach and
injunctive relief to enforce this Agreement and require performance of all
obligations hereunder.
(b) Neither party shall have any right to cancel, withdraw from, or
terminate this Agreement (or cease, delay or suspend performing such party's
obligations under this Agreement) except that, if either party shall fail to pay
when due any amount payable hereunder, then the other party shall give notice of
such failure and, if such amount is not paid within five business days following
the giving of such notice, then the party giving such notice may terminate this
Agreement by notice of termination.
10. ASSIGNMENT
(a) This Agreement and rights hereunder may be assigned only in
accordance with the following (but no assignment by a party shall relieve such
party of any of its obligations hereunder).
(b) Either party may, by notice to the other, assign this Agreement
and such party's rights hereunder to an entity that
(i) acquires or otherwise succeeds to all or substantially all
of the assigning party's business and assets, and
(ii) before or at the time of assignment assumes all of the
assigning party's obligations hereunder and agrees to perform or cause
performance of all of such obligations when due, including any obligation then
in arrears.
(c) The Team may, by notice to Sponsor, assign this Agreement or any
of the Team's rights to payment hereunder to
(i) any subsidiary, parent or other affiliate of the Team and
(ii) any lender or other source of financing or any trustee
therefore (each a "Team Finance Assignee") as collateral or other security for
such financing, whether by security agreement, collateral assignment or
otherwise.
11. ENTIRE AGREEMENT; AMENDMENTS; CONFIDENTIALITY
This Agreement constitutes the entire agreement between Sponsor and the
Team and supersedes all prior agreements and understandings relating to the
subject matter hereof. The Agreement may be amended or supplemented only by a
writing signed by Sponsor and the Team (and, if required, each Team Finance
Assignee). Each party shall hold in confidence all confidential information
relating to or obtained from the other party (including this Agreement and the
terms hereof and all other non-public information about the other party), and
neither party shall disclose, publish, release, transfer or otherwise make
available to any person any confidential information of the other party in any
form (other than disclosure to a party's officers, directors, employees and
agents having a business need to know).
12. GOVERNING LAW: NFL RULES
(a) This Agreement shall be governed by and construed in accordance
with the internal laws of the State of Minnesota, without giving effect to
principles of conflict of laws.
(b) Notwithstanding any other provision of this Agreement to the
contrary, this Agreement shall in all respects be subject to and subordinate to
(in each case to the extent applicable):
(i) the NFL Constitution;
(ii) the NFL By-Laws;
(iii) all other rules, regulations and policies of the NFL and
the resolutions of its Board of Governors;
(iv) any collective bargaining agreement to which the NFL or any
member club is a party;
(v) all consent decrees and settlement agreements entered into
between or among the NFL and its member clubs (or the NFL, NFL member clubs
and/or other persons) in furtherance of NFL business or interests or as
otherwise authorized directly or indirectly by the NFL Board of Governors, the
NFL Commissioner, or the NFL Constitution;
(vi) any national network agreements between the NFL and third
parties; and
(vii) any national corporate marketing, licensing, sponsorship or
similar agreements between the NFL (or NFL affiliates) and third parties, all as
the same may now exist or hereafter be amended or enacted or as they may be
interpreted by the Commissioner of the NFL (collectively "NFL Rules").
13. OTHER PROVISIONS
(a) This Agreement may be executed in any number of counterparts, each
of which will be deemed an original, but all of which taken together shall
constitute one single agreement.
(b) The headings of the sections and paragraphs in this Agreement are
for convenience only and do not affect the construction or interpretation of the
Agreement. Each reference herein to "include" or "including" or "includes" shall
be deemed to be followed by the words "without limitation."
(c) Any legal action, suit or proceeding brought by either party
related to or arising out of this Agreement may be brought in the United States
District Court for the District of Minnesota' or in the state courts of the
State of Minnesota, and each party hereby accepts and submits to the
jurisdiction of each of the aforesaid courts with respect to any action, suit or
proceeding brought it or against it or against it by the other party.
(d) All notices and other communications provided for hereunder shall
be in writing and shall be effective only if and when delivered by hand, by
prepaid certified United States mail (return receipt requested) or by overnight
courier service, addressed as follows:
(e) Additional Notes
If to Sponsor:
Viper Motorcycle Company
0000 Xxxxxxxxxxxxx Xxxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxx Xxxxxxx
If to the Team:
Minnesota Vikings Football Club, LLC
0000 Xxxxxx Xxxxx
Xxxx Xxxxxxx, XX 00000
Attn: Executive Vice President
with copies to:
Faegre & Xxxxxx LLP
0000 Xxxxxxx Xxxxxx
00 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxx, Xx.
By notice in accordance with the foregoing, (i) either party may from time to
time change its name or address for notice, and (ii) the Team may add any Team
Finance Assignee to those who shall receive copies of notices to the team
* * *
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
MINNESOTA VIKINGS FOOTBALL CLUB LLC
By: /s/ XXXXXXX X. XXXXX, XX.
-------------------------------------
Xxxxxxx X. Xxxxx, Xx.
Its: Executive Vice President
Accepted and Agreed:
Viper Motorcycle Company
By: /s/ XXXX X. XXXXXXXXXX
-----------------------------------------
Xxxx X. Xxxxxxxxxx
Its: President/CEO
EXHIBIT A
TO LETTER AGREEMENT DATED
APRIL 21, 2003
BETWEEN THE MINNESOTA VIKINGS AND
VIPER MOTORCYCLE COMPANY
1. Media
(a) Radio
Sponsor will receive one (1) :30 pre-game network radio commercial
for all twenty (20) pre and regular season Team games. During the
Fiscal 2005 season, Sponsor will receive one (1) :30 play-by-play
network radio commercial in lieu of the one (1) :30 pre-game
network radio commercial.
(b) Internet
Sponsor will receive one (1) rotating button advertisement on
Team's website for the duration of the Term of this Agreement.
Button advertisement will include a link to Sponsor's website.
2. Events
(a) Draft Party
Sponsor will have the opportunity to display a motorcycle and
banner during the Team Draft Party at Winter Park (or appropriate
location). Sponsor will also receive four (4) VIP tickets to the
event. Sponsor will provide appropriate banner for the event.
Sponsor will also have the option of providing four thousand
(4,000) flyers that will be given to event guests. Sponsor is
solely responsible for the associated cost of printing the flyers
and delivering them to Team.
(b) Women's 101 Workshop
Sponsor will have the opportunity to display a motorcycle and
banner during the event at Winter Park (or appropriate location).
Sponsor will also receive four (4) tickets to the event. Sponsor
will provide appropriate banner for the event. Sponsor will also
have the option of providing nine hundred (900) flyers that will
be given to event guests. Sponsor is solely responsible for the
associated cost of printing the flyers and delivering them to
Team.
(c) Viking Children's Fund ("VCF") Golf Outing
Sponsor will receive one (1) golf foursome at the VCF Golf Outing.
Sponsor will also have the opportunity to display a motorcycle on
a Team determined tee box at the golf course. If available, the
sponsored hole will include a "special event contest and prize
giveaway. Sponsor would be responsible for providing appropriate
prizes. Sponsor will also have the option of providing five
hundred (500) flyers that will be given to golf outing
participants. Sponsor is solely responsible for the associated
cost of printing the flyers.
(d) Training Camp Passing Scrimmages
Sponsor will receive the opportunity to display a motorcycle in
the corner of the Team field prior to and during each passing
scrimmage at the Team training camp. A Sponsor banner would
accompany the motorcycle. If available, the motorcycle will be
driven onto the field prior to the start of the passing
scrimmages. Sponsor will receive eight (8) VIP passes for each of
the passing scrimmages.
(e) Team Mini-Camp
Sponsor will receive the opportunity to display a motorcycle at
the Team mini-camp. Sponsor will also receive eight (8) passes for
each day of the event. Sponsor will also have the option of
providing five hundred (500) flyers that will be given to event
guests. Sponsor is solely responsible for the associated cost of
printing the flyers and delivering them to Team.
3. Tickets/Hospitality
(a) Season Tickets
Sponsor will receive four (4) lower level tickets for all ten (10)
pre and regular season Team home games.
(b) Pre-Game On-Field Passes
Sponsor will receive four (4) pre-game on-field passes for four
(4) mutually agreed upon Team homes games.
(c) MLT Trip
Sponsor will receive one (1) Worry Free Vacation trip for two (2)
guests to Las Vegas, NV. Trip includes round trip airfare from
Minneapolis/St. Xxxx and hotel accommodations for three (3)
nights. Some restrictions apply based on travel policies of Worry
Free Vacations.
4. Promotion/Appearances
(a) In-Stadium Public Address (P.A.) Announcements
Sponsor will receive one (1) in-stadium p.a. announcement in each
of the ten (10) pre and regular season Team home games relating to
Team mascot riding Sponsor motorcycle onto the field prior to the
start of each game. Sponsor will also receive one (1) p.a.
announcement at the beginning of each halftime.
(b) Matrix Board Messages
Sponsor will receive one (1) matrix board mention in each of the
ten (10) pre and regular season Team home games relating to Team
mascot riding Sponsor motorcycle onto the field prior to the start
of each game. Sponsor will also receive one (1) matrix board
mention at the beginning of each halftime.
(c) Pre-Game On-Field Promotion
Team's mascot will ride a Sponsor motorcycle on the Stadium field
prior to the start of each of the ten (10) pre and regular season
Team home games. The above mentioned p.a. announcements and matrix
board mentions will coincide with the mascot riding the motorcycle
on the field. The Sponsor motorcycle will also be placed on the
Stadium field during each of the ten (10) pre and regular season
halftimes accompanied by a Sponsor banner. Sponsor will be
responsible for providing appropriate banner for on-field
exposure.
(d) Team Mascot
Subject to a separate written agreement between Team and Sponsor,
Sponsor may offer Team mascot use of a Sponsor motorcycle for
non-Stadium events.
(e) Cheerleader Posters
Sponsor will receive logo identification on a minimum of ten
thousand (10,000) Team cheerleader posters, as well as the ability
to have a picture of a motorcycle on the back of each of the
posters. Sponsor agrees that other Team sponsors have logo
identification on the cheerleader posters. Sponsor will receive
one thousand (1,000) posters for its promotional use. The size of
the motorcycle picture on the back of the posters will be mutually
agreed upon.
(f) Appearances
(i) Sponsor will receive four (4) separate one-hour appearances
by three (3) Team cheerleaders at Sponsor special events.
Dates and locations will be mutually agreed upon based on
the cheerleaders availability. If extended travel is
necessary for cheerleaders, Sponsor agrees to pay any and
all travel expenses that will be mutually agreed upon.
(ii) Sponsor and Team will work together to identify one (1)
current Team player that will make two (2) one-hour
in-store appearances on behalf of Sponsor. Beginning in
Fiscal 2004 and 2005, one (1) Team player will also make a
one (1) hour appearance at the Vikings Locker Room Store at
the Mall of America. The appearance at the Mall of America
will also include Sponsor motorcycle, based on safety
approval from the Mall of America. Dates will be mutually
agreed upon by Sponsor and Team for all appearances based
on player availability. The designated player will also
voice one (1) :30 radio commercial for Sponsor and do the
"on-call" greeting voice for use by Sponsor at their
corporate headquarters. Player also agrees to appear in a
Sponsor print advertisement,
which shall include a one (1) hour photo session. Date and
time of photo session shall be mutually agreed upon based
on player availability.
5. "Preferred" Status
As part of this corporate partnership, Sponsor acquires the right to use
the phrase "The motorcycle preferred by Minnesota Vikings fans everywhere."
Sponsor may also use the Team logo and the above mentioned phrase in conjunction
with Sponsor related advertising and marketing. The utilization of the Team logo
exhibits the corporate affiliation of Sponsor with the Team. All promotional
materials must be reviewed by the Team and the NFL prior to the publication for
the protection of both parties.
EXHIBIT B
TO LETTER AGREEMENT DATED
APRIL 21, 2003
BETWEEN THE MINNESOTA VIKINGS AND
VIPER MOTORCYCLE COMPANY
NFL Postseason
(a) Home Game(s)
If available, due to NFL rules and regulations, Sponsor agrees to
participate in the Team's postseason home game(s) with the
following partnership elements and at a cost of $2,500.00 for each
applicable postseason home game:
(i) One (1) :30-second pre-game network radio commercial
(ii) Pre-game on-field promotion with Sponsor motorcycle, p.a.
announcement and matrix board mention
(b) Away Game(s)
If available, due to NFL rules and regulations, Sponsor agrees to
participate in the Team's postseason away game(s) with the
following partnership elements and at a cost of $1,500.00 for each
applicable postseason away game:
(i) One (1) :30-second pre-game network radio commercial
(c) Sponsor agrees to pay for all potential home and away postseason
games prior to the Team's first postseason game each season of the
Agreement.
(d) Sponsor agrees to pay for four (4) lower level tickets for each
home playoff game at the then current rate for Team playoff
tickets. This amount is above and beyond any amount shown in this
Agreement.
