Endorsement Agreement (“Agreement”) is made effective as of November
15, 2014, by and between Princess and IMG (“Gia”).
is a full-service tennis product manufacturer, but is generally perceived in
the marketplace as a racquet company. Also, Princess is a corporation duly
organized, validly existing, and in good standing under the laws of the State
of New York. The Princess has its principal office and place of business at New
Gia recently signed with IMG, that IMG represents Gia and wished
Princess to having an endorsement relationship with IMG’s new client. IMG is a
well know sports agent company whose endorsement and services have commercial
value to Princess.
WHEREAS, Princess is desirous to
obtain the right to use the name, likeness, and endorsement of the IMG
(“Gia”) in connection with the advertisement and promotion of the
product of the Princess, namely do a number of appearances on behalf of the
company during the term of the contract.
would like IMG Gia’s assistance in offering/selling Princess’s products.
Princess hereby appoints IMG (“Gia”) as its representative on a
non-exclusive, non-employee basis to endorse the Services to Target Audience.
needs supply shoes, apparel and racquets to Gia use. Also, let Gia keep uses a
Wilson racquet and trying the new line of Prince long body racquets, the focus
Prince’s new marketing campaign.
On the other hand, Gia has a short temper. She needs to
control her emotion, do not let the same thing that she threw her tennis
racquet at a spectator, claiming that the spectator was disturbing her by
making noise when she was preparing for a serve in the amateur contest in
Taiwan happen again.
In connection with the
appointment, IMG (“Gia”) agrees to do the following:
I. That the IMG
(“Gia”) hereby authorizes and grants to the Princess the exclusive
right, license and interest to use the Endorsement in respect of the marketing,
promotion, advertising and sale of the product;
a. That throughout the
term of this agreement, the IMG (“Gia”) hereby agrees that s/he shall
not grant the right to use IMG Gia’s name, nickname, autograph, voice,
signature, photograph, likeness or image to any other company, manufacturer or
retailer of the same product or similar Product;
b. That IMG
(“Gia”) hereby agrees that he or she shall not sponsor or endorse any
other product made or sold by any other company, manufacturer or retailer which
is the same product or similar to the Product;
c. That the IMG
(“Gia”) hereby agrees that he or she shall not serve as an endorser
of any other company, manufacturer or retailer which sells the same Product or
similar to the Product;
d. That the Princess and
the IMG (“Gia”) hereby agrees that should the IMG (“Gia”)
be involved in any sponsored photography sessions or television commercials,
the IMG (“Gia”) shall wear any items of clothing or accessories that
the Princess deems appropriate for the marketing, promotion, advertising and
sale of the Product.
e. emotional control
needs to make sure the bonuses for achieving certain rankings during the term
of the contract and the bonuses for winning key tennis tournaments and/or
placing high in those events, arrive to Gia’s account on time. Because Prince
was acquired by 116th Street Clothiers, a Harlem. Its products include casual
clothing (shorts, pants, polo shirts) footwear such as sandals and casual shoes
– but not tennis shoes, sneakers or dress shoes. By the way, Google announced
that it was ‘considering’ a hostile takeover of 116th Street. In this
situation, Princess needs to confirm no matter Google takeover 116th Street
Clothiers or not the contract not influence by this event. The main parties are
still Princess and IMG (“Gia”).
would do a number of appearances on behalf of the company during the term of
the contract. Also, she need to work hard for achieving certain rankings during
the term of the contract and winning for key tennis tournaments and/or placing
high in those events.
party agrees that it will not disclose to any third party or use any
Confidential Information disclosed to it by the other party except as expressly
permitted in this Agreement; and that it will take all reasonable measures to
maintain the confidentiality of all Confidential Information of the other party
in its possession or control, which will in no event be less than the measures
it uses to maintain the confidentiality of its own information of similar
This Agreement may be terminated by either party upon 60-days prior written
notice to the other party.
The occurrence of any of
the following shall constitute a material default under this Agreement:
failure to make a required bonuses or payment when due.
insolvency or bankruptcy of Princess.
takeover 116th Street Clothiers make the stock rights change and new
shareholder have not quality certification. Or the subjection of new
shareholder’s property to any levy, seizure, general assignment for the benefit
or IMG (“Gia”) failure to make available or deliver the Services in
the time and manner provided for in this Agreement.
In exchange for IMG Gia’s performance of its responsibilities, Princess agrees
to pay IMG (“Gia”), in the amount of $450,000.00 upon completion of
the services described in this Agreement.
FOR RENEWAL / OPTIONS.
both parties have a good cooperation and still want to keep this relationship
after finish original contract. There are some conditions need to satisfy:
the term of contract, both parties are not break rules of contract.
any one of parties has been takeover by another company, the new sharehold
should draft new agreenment.
Agreement may be renewaled by either party upon 60-days prior written notice to
the other party.
failure of either party to enforce any provision of this Agreement shall not be
construed as a waiver or limitation of that party’s right to subsequently
enforce and compel strict compliance with every provision of this Agreement.
the term of contract, there are many different situations and circumstances
might be let both parties have disputes. First, both parites need to sit down
discuss together in a meeting. Before the communication, anyone of the parites
make decisions or make public announcement treat as break contract.
REMEDIES. In addition to any and all
other rights a party may have available according to law, if a party defaults
by failing to substantially perform any provision, term or condition of this
Agreement (including without limitation the failure to make a monetary payment
when due), the other party may terminate the Agreement by providing written
notice to the defaulting party. This notice shall describe with sufficient
detail the nature of the default. The party receiving such notice shall have 60
days from the effective date of such notice to cure the default(s). Unless
waived by a party providing notice, the failure to cure the default(s) within
such time period shall result in the automatic termination of this Agreement. (Justice,1983)
ENTIRE AGREEMENT. This Agreement
contains the entire agreement of the parties, and there are no other promises
or conditions in any other agreement whether oral or written concerning the
subject matter of this Agreement. This Agreement supersedes any prior written
or oral agreements between the parties. (Epstein,2005)
(Including Specific Compensation). Princess will defend,
hold harmless, and indemnify IMG (“Gia”) against all claims, losses,
liabilities, judgment, and settlements arising from or relating to the
endorsement of the Services, the Services, or this Agreement. Princess will
promptly reimburse IMG (“Gia”) for all reasonable expenses and costs
incurred in defending IMG (“Gia”) against any such claims, demands,
causes of action, or liability, including, but not limited to, attorneys’ fees?$150,000.00?. IMG (“Gia”)
will have the right to select counsel to defend IMG (“Gia”) against
any and all such claims, demands, or causes of action, subject only to
Princess’ reasonable right of approval of any counsel before Princess will
incur any liability to indemnify and reimburse IMG (“Gia”) for fees
payable to such counsel ($50,000.00). This indemnification will survive
termination of this Agreement.
AMENDMENT. This Agreement may be modified
or amended in writing, if the writing is signed by the party obligated under
GOVERNING LAW. This Agreement shall be
construed in accordance with the laws of the State of New York.
NOTICE. Any notice or communication
required or permitted under this Agreement shall be sufficiently given if
delivered in person or by certified mail, return receipt requested, to the
address set forth in the opening paragraph or to such other address as one party
may have furnished to the other in writing. (Justice,1983)
This Agreement shall be signed on behalf of Princess Manager and on behalf of
IMG (“Gia”) by Dan Fitzgerald, Manager and effective as of the date
first above written.
IN WITNESS WHEREOF the parties have
executed this Agreement as of the date shown above.
IMG Manager — Dan
Justice O’Connor “FIRST NATIONAL CITY BANK
v. BANCO PARA EL COMERCIO EXTERIOR DE CUBA” Argued March 28, 1983. Decided June 17, 1983.
Epstein, A. “Sports Law and Regulation: Cases, Materials, and
Problems.” Journal of
Legal Aspects of Sport, vol. 15, no. 2, 2005, pp. 317–322.
“Michael Vick Suspended from Nfl; Goodell: ‘Cruel and
Reprehensible’.” Los Angeles Times, vol. D.1, 2007, p. 1.