AGREEMENT
This Agreement is made effective the 20th day of June 1997 by and
between SportsStar Marketing, Inc., a Colorado corporation, whose address is
0000 XXX Xxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000 ("SportsStar") and
National College Recruiting Association, Inc. ("NCRA").
WITNESETH:
WHEREAS, NCRA has developed products and services in the sports industry
which it currently markets on its own and through sales of franchises
("Franchises") and publication of a sports magazine entitled BLUE CHIP
Illustrated, which includes a 900 sports line; and
WHEREAS, NCRA wishes to grant SportsStar the exclusive right to all the
assets and rights for doing business of NCRA on the terms herein in North
America;
WHEREAS, SportsStar desires to sell and service franchises and publish
BLUE CHIP Illustrated; and
WHEREAS, SportsStar shall at all times use its best efforts to promote,
develop and increase the sale and demand for Franchises and franchise
services in all markets; and
WHEREAS, for terms noted herein, NCRA grants SportsStar the right to use
any and all of NCRA's trademarks and trade names, profiles, publications
(including Blue Chip Magazine) and other promotional materials.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. APPOINTMENT. NCRA hereby appoints SportsStar as its exclusive agent
to develop the NCRA programs, and SportsStar hereby accepts said
appointment. SportsStar understands it has the responsibility to service
all existing NCRA Franchisees. However, if an existing franchise chooses
not to participate in the current program, chooses to dispute the terms
of any new agreement offered, or litigate conditions from the existing
agreement, NCRA will continue to be responsible for this franchise.
During such circumstance, SportsStar will continue to provide services to
the franchisee for which they will receive 10% of the gross income
generated from said franchisee during the period in question.
2. TERM. The term of this Agreement shall commence on the date stated
above and shall be for a five year period, with unlimited five year
renewals under the same terms and conditions, unless or until earlier
terminated in accordance with the provisions of this Agreement.
3. ROYALTY. SportsStar shall receive all revenues from the sale of NCRA
franchises, franchise royalties and revenus from the publication of BLUE
CHIP Illustrated, i.e., any revenue generated from NCRA business, and SHALL
PAY NCRA $150,000 AS AN INITIAL PAYMENT FOR SIAD LICENSE PLUS 2.5% OF THE
GROSS SportsStar REVENUE FROM NCRA, BLUE CHIP ILLUSTRATED AND THE 900 LINES
OPERATIONS. Such payments are due 15 days after the end of each calendar
quarter based on reported revenue for said quarter.
4. TERMINATION. NCRA shall have right to terminate or renegotiate
the terms of this agreement if the SportsStar revenue forecasts are not
substantially met. For the purpose of this Agreement the "substantially
met" test would be 70% of forecasted revenues from the Business Plan
attached as Exhibit A, and included in the 504 Business Plan.
5. SALES AFTER TERMINATION. Upon termination of this Agreement
provisions hereof relating to commissions shall remain applicable to any
sales of Franchises or Sponsorships made by SportsStar prior to the date of
termination.
6. INDEMNITY. Each party hereby agrees to indemnify, defend and save
harmless the other party from and against any and all liabilities, demands,
claims, actions or causes of action, assessments, losses, costs, damages or
expenses whatsoever, including attorney's fees, sustained or incurred by
either party resulting from or arising out of that party's negligence or
willful misconduct or breach of its representations or obligations to be
performed pursuant to this Agreement, except insofar as such losses are
caused by the other party's negligence or willful disregard of its
obligations hereunder, or insofar as such losses are limited by the terms
of this Agreement. NCRA agrees to indemnify SportsStar for any NCRA
liabilities occurring prior to the signing of this agreement.
7. TRADEMARKS AND TRADE NAMES. NCRA warrants and represents that NCRA
owns, controls or licenses the rights for the Franchises, and of the
related trademarks, and trade names, and that for solicitation of Franchise
Offers by SportsStar will be free from claims of infringement of rights of
third parties.
8. NOTICES. All notices to NCRA or SportsStar pursuant to this Agreement
shall be in writing and may be given by personal delivery, telex,
facsimile transmission, or by mailing the same, registered or
certified mail, return receipt requested. Notices shall be deemed to
have been received and given as of the seventh day following the date
of posting in the case of registered or certified mail, and as of the
date of transmission in the case of telexes or facsimile
transmissions. Notices pursuant to this Agreement shall be
transmitted to the addresses set forth above, or if by facsimile, to
NCRA at 303-801-0100 or to SportsStar at 303-801-0100. Either party
may change its address upon giving reasonable notice.
9. ASSIGNMENT. Any purported assignment or transfer of this Agreement,
in whole or in part, by either party without prior written consent of the
other party, shall be void and of no effect.
10. MISCELLANEOUS.
a. This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective successors and assigns.
b. The terms and conditions of this Agreement shall be governed by
and construed in accordance with the laws of the State of Colorado.
c. The failure of either party to require performance of any term
or condition of this Agreement or the waiver by either party of any
breach of this Agreement shall not prevent the subsequent enforcement
of such term or condition, nor be deemed a waiver of any subsequent
breach or of any rights it may have.
d. This Agreement contains the entire agreement of the parties
relating to its subject matter and supersedes all prior negotiations,
understandings and agreements, whether written, oral, or implied,
between the parties hereto with respect to such subject matter and
constitutes the entire agreement between the parties.
e. This Agreement may not be changed or modified unless the same
is made in writing and executed by authorized representatives of the
parties.
f. If any provision of this Agreement is held invalid by a court
having jurisdiction, such provision shall be deemed modified to the
extent necessary to eliminate such conflict or invalidity, this
Agreement shall be construed to give effect to the remaining
provisions thereof, and the parties shall mutually negotiate in good
faith an acceptable alternative to such term, sentence, clause or
provision for such jurisdiction.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first given above.
SportsStar Marketing, Inc. National College Recruiting Association, Inc.
By /s/ Xxxxxxx Xxxxxx By /s/ Xxxxxx X. Xxxxx
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Xxxxxxx Xxxxxx, President Xxxxxx X. Xxxxx, Chairman
MEMORANDUM OF UNDERSTANDING
AMONG NATIONAL COLLEGE RECRUITING ASSOCIATION, INC.
AND SportsStar MARKETING, INC.
JUNE 20, 1997
1. Upon receipt of $135,000 from SportsStar Offering: (a) NCRA, Inc. will be
paid $50,000 of the License fee payable to NCRA, Inc. (b) SportsStar will
use $40,000 for operations, including the new lease and (c) the balance of
$45,000 will be held as a reserve as needed for either Chartwell
International, Inc. or SportsStar Marketing, Inc.
2. Upon receipt of the $865,000 balance from the SportsStar Marketing, Inc.
offering the balance of license fee due NCRA, Inc. will be paid.
3. SportsStar Marketing, Inc. and NCRA, Inc. will endeavor to obtaining
additional financing for SportsStar and upon receipt of said additional
financing, a supplemental license fee of $100,000 will be paid to NCRA,
Inc.
4. SportsStar Marketing, Inc. will be responsible for the new lease for
facilities jointly occupied by NCRA, Inc. and SportsStar Marketing, Inc.
5. Cash expenditures for SportsStar Marketing, Inc. from January 1, 1997 will
be invoiced to SportsStar by and/or NCRA, Inc. and paid by Sportsstar upon
receipt of $865,000 by SportsStar.
6. SportsStar disbursements will the require 2 signatures (Xx. Xxxxxx X. Xxxxx
and Xx. Xxxx Xxxxxx) for expenditures over $250.00.
Agreed, Approved and Understood; Agreed, Approved and Understood;
/s/ Xxxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxxx
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Xx. Xxxxxx X. Xxxxx, Chair of the Board Xx. Xxxxxxx X. Xxxxxx, President
National College Recruiting Association SportsStar Marketing, Inc.
