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EXHIBIT 10.10
ENDORSEMENT AGREEMENT
THIS ENDORSEMENT AGREEMENT ("Agreement") is effective as of this
1st day
of December 2003, by and between GREG NORMAN, of 501 North A1A,
Jupiter, FL
33477 ("Norman") AND RITZ INTERACTIVE, a Delaware Corporation
with offices at
2010 Main Street, Suite 400, Irvine, California 92614 ("RII").
(Each or both of
which shall hereinafter be referred to as the "PARTY" or
"PARTIES,"
respectively).
RECITALS:
RII desires to obtain the right to use the name, likeness, and
endorsement
services of Norman in connection with the advertisement and
promotion of RII's
e-commerce website.
The endorsement by Norman of RII's e-commerce website and
business is of
commercial value.
RII and Norman wish to enter into an agreement to cooperate and
coordinate
the marketing of Norman's endorsement with RII's e-commerce
website and
business.
NOW, THEREFORE for and in consideration of the foregoing, and
the mutual
covenants and agreements set forth herein, the Parties hereby
agree as follows:
1. DEFINITIONS.
The following terms shall be defined in the Agreement as
follows:
a) "CONTRACT PERIOD" means that period of time commencing on
December
1, 2003 and terminating on November 30, 2008 unless sooner
terminated or extended under this Agreement.
b) "CONTRACT YEAR" means a 365 (or 366 if applicable) day
period,
commencing on December 1, 2003.
c) "CONTRACT TERRITORY" shall be worldwide.
d) "E-COMMERCE PORTAL" shall mean, any e-commerce websites owned
and/or
operated by RII during the Contract Period, including, but
not
limited to, those websites ("Existing Websites") listed in
Schedule
A attached hereto; provided, however, except for the
Existing
Websites (which will always be deemed included within the
E-commerce
Portal), the E-commerce Portal shall not include any non
Existing
Websites of RII ("Future Websites") to the extent such
Future
Websites are competitive with any websites owned or operated
by
parties with whom, after the date of this Agreement, Norman
enters
into a business relationship as to the sale of goods, products
or
services competitive with goods, products or services offered
for
sale on the Future Websites.
e) "NORMAN IDENTIFICATION" shall mean any words, symbols,
photographic
or graphic representations, and Norman's signature, statements
by
Norman or combination thereof which identify Norman such as,
for
example, Norman's name, voice, nickname, likeness, and anything
else
that identifies Norman. Subject to the terms of Paragraph 2
hereof,
the Norman Identification shall not include the Shark Logo owned
by
Great
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White Shark Enterprises, Inc, and exclusively licensed to
Reebok
International Ltd.
f) "RIGHTS" shall mean all of the endorsement rights, services
and
other rights and benefits granted to RII in this Agreement
(including the right of personal and advertising services as
stated
in Paragraph 7 of this Agreement).
g) "RII COMPETITOR" is any person or entity that in any way
competes
with the RII E-commerce Portal.
h) "RII PARTIES" is RII, Ritz Camera Centers, Inc., and any
Affiliates
of RII. For purposes of this Agreement, "AFFILIATES" means any
other
person or entity that directly or indirectly through one or
more
intermediaries, controls, is controlled by or is under
common
control with, RII.
i) "$" shall mean the lawful currency of the United States of
America
unless otherwise specified.
2. ENDORSEMENT AND GRANT OF RIGHTS. During the Contract
Period:
a) Subject to the terms of Paragraph 7 below, Norman will
provide and
make available to RII the services, initiatives and programs
described in Schedule B attached hereto (the "Endorsement
Services"); and
b) Norman grants to RII the exclusive right and license (the
"License
Rights") to use the Norman Identification during the Contract
Period
and throughout the Contract Territory in connection with the
advertisement and promotion of RII and the E-commerce
Portal;
RII acknowledges that those companies whose products RII
sells
through its E-commerce Portal, i.e., Nikon, Shimano, (or
private
label), are not permitted to utilize the Norman Identification,
in
either a direct or implied fashion, to suggest that Norman
endorses
their products or services. The License Rights are exclusive to
RII
and the E-commerce Portal.
3. EXCLUSIVITY. Norman expressly agrees and undertakes that:
a) The right to use the Norman Identification has not been
previously
granted nor will it be granted to anyone other than RII for
use
during the Contract Period within the Contract Territory in
connection with the advertisement, promotion and sale of
products
and services which are the same as or similar to any of the
E-commerce website listed in Schedule A;
b) Norman will not enter into any arrangement or agreement,
which
enables any RII Competitor to sponsor or in any way to be seen
to
support or be endorsed by Norman (whether by using the
Norman
Identification, Norman providing services similar to the
Norman
Services, or otherwise) during the Contract Period within
the
Contract Territory. Notwithstanding the foregoing, it is
understood
that Norman will be free to enter into an affiliation with
interactive groups/entities which are predominantly content
based,
i.e., Sportsline, AOL, and further that Norman shall be free
to
enter into an affiliation with companies whose products RII
sells
through its E-commerce Portal;
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Anything herein to the contrary notwithstanding, RII shall not
have the right to
utilize the Norman Identification except to the extent
specifically authorized
by this Agreement.
4. GRANT OF RII STOCK OPTIONS. Concurrent with the execution of
this Agreement,
RII will grant to Norman an option (the "Stock Option
Agreement") entitling
Norman, upon Norman's full vesting under the terms and
conditions described
therein, to purchase one million five hundred thousand
(1,500,000) shares of the
common stock of RII, which amount represents approximately five
percent (5%) of
the issued and outstanding shares of the capital stock of RII
determined on a
fully diluted basis as of the date of this Agreement.
5. FURTHER ENDORSEMENT RELATIONSHIPS.
Without limiting any aspects of this Agreement, the Parties
agree to discuss in
good faith Norman's involvement in additional activities not
covered by this
Agreement, which could be of mutual benefit.
6. PAYMENTS.
Norman may elect to have payments due Norman hereunder made by
check, wire
transfer, or bank transfer. Unless such election is made in
writing, all
payments shall be made by check, drawn to the order of Norman or
its designated
entities and delivered to Bessemer Trust Company of Florida, 222
Royal Palm Way,
West Palm Beach, FL 33480. Past due payments (i.e., payments due
more than
thirty (30) days after RII's receipt of the applicable invoice)
shall bear
interest at the rate of one (1%) percent per month.
7. NORMAN'S ENDORSEMENT SERVICES AND OUTSIDE PERSONAL
APPEARANCES.
(a) Subject to Norman's schedule (taking into account his
professional golfing
and other business and personal activities) and Paragraphs 7 (b)
and (c)
below, Norman shall make himself and Norman's Personnel (as
defined below)
available from time to time during the Contract Period at his
Principal
Place of Business (as defined below) in connection with the
performance of
Endorsement Services.
(b) To the extent that RII requests that Norman appear at a
location other
than his Principal Place of Business (an "Outside Personal
Appearance") in
connection with the performance of Endorsement Services other
than those
specified in Paragraphs 1 and 2 of Schedule B, Norman will make
himself
available to RII for one (1) full day each Contract Year. The
timing and
place of such Outside Personal Appearance(s), and any personal
and service
days in addition to those stated herein shall be at the
discretion of
Norman and subject to further compensation as agreed between
Norman and
RII.
(c) To the extent that RII requests that Norman make an Outside
Personal
Appearance in connection with the performance of the Endorsement
Services
specified in Paragraph 2 of Schedule B, Norman will make himself
available
to RII for up to five (5) full days during the term of this
Agreement. Any
personal and service days in addition to those stated herein
shall be at
the discretion of Norman and subject to further compensation as
agreed
between Norman and RII.
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(d) For each Outside Personal Appearance to be made by Norman
under Paragraphs
(b) and (c) of this Paragraph 7:
i) RII shall reimburse Norman for all reasonable first class
out-of-pocket expenses incurred by Norman. Without limitation to
the
foregoing, RII will reimburse Norman for his air travel expenses
(A)
which for purposes of Outside Personal Appearances made by
Norman
under Paragraph (b) of this Paragraph 7, shall be calculated at
a
rate of either (1) four thousand ($4,000) dollars per hour
for
operation of Norman's private aircraft or (2) one thousand
five
hundred ($1,500) dollars per hour for operation of Norman's
private
helicopter and (B) which for purposes of Outside Personal
Appearances made by Norman under Paragraph (c) of this Paragraph
7,
shall (unless otherwise agreed) be calculated at a first
class
ticket rate. Norman shall be provided with superior hotel
suite
accommodation and standard rooms for four (4) members of
Norman's
staff.
ii) RII shall give Norman not less than thirty (30) days' nor
more than
sixty (60) days notice of the time and place RII desires Norman
to
appear at an Outside Personal Appearance.
iii) No such Outside Personal Appearance day shall exceed a
total of
twelve (12) hours including travel time.
(e) To the extent that RII requests that Norman make an Outside
Personal
Appearance in connection with the performance of the Endorsement
Services
specified in Paragraph 1 of Schedule B, Norman will make himself
available
so as to be able to properly discharge (in accordance with good
corporate
practices) his duties as a member of RII's Board of Director.
RII
represents that prior to the effective date of this Agreement,
whenever
possible and s
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