REDACTED
COPY
CONFIDENTIAL TREATMENT
REQUESTED
CONFIDENTIAL PORTIONS OF
THIS
DOCUMENT HAVE BEEN
REDACTED
AND HAVE BEEN
SEPARATELY
FILED WITH THE
COMMISSION
ENDORSEMENT
AGREEMENT
This Agreement is entered into on January 13,
2005 between professional golfer, TOM WATSON ,
(hereinafter referred to as “ CONSULTANT
”) and ADAMS GOLF , LTD .
(hereinafter referred to as “ ADAMS GOLF
”).
WITNESSETH
WHEREAS , ADAMS GOLF desires to obtain
the right to use the name, likeness and
ENDORSEMENT of CONSULTANT in
connection with the advertisement and promotion of ADAMS
GOLF’S PRODUCT ;
NOW THEREFORE , in consideration of the mutual covenants
contained herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
CONTRACT PERIOD
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The Term of
this Agreement shall be for a period of [ *
****
] years and [*****] months
commencing the 1st day of September 2004 and terminating the
[*****] day of [*****].
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As used in this Agreement, the following terms
shall be defined as set forth below:
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A.
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CONSULTANT’S
“ENDORSEMENT ” means the right to use the
CONSULTANT’S name, fame, nickname,
autograph, voice, facsimile, signature, photograph, likeness, and
image in connection with the marketing, advertising, promotion and
sale of ADAMS GOLF’S
PRODUCT .
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B.
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“
PRODUCT ” shall mean all golf clubs including, but not
limited to, metal woods, drivers, fairway woods, irons, iron-woods,
utility clubs, wedges, and putters, bags, and headwear.
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C.
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“
MANDATORY PRODUCTS ” shall mean the following ADAMS
GOLF PRODUCTS that
CONSULTANT must exclusively play/use in all
Champions/Senior Professional Golf Association (SPGA) and
Professional Golf Association (PGA) events at all times:
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[
***** ] Confidential Material redacted and filed
separately with the Commission.
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2.
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Sufficient
[*****] to maintain total minimum of [ ***** ]
ADAMS GOLF [*****] (includes [*****])[*****] at
all times
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4.
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[*****] (
CONSULTANT may continue to place the [*****] logo
on the [*****] consistent with historical practice.)
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D.
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“ CONTRACT TERRITORY ” shall
mean the entire world.
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3.
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CONSULTANT’S
ENDORSEMENT
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CONSULTANT hereby gives and grants to ADAMS
GOLF the exclusive right and license to use
CONSULTANT’S
ENDORSEMENT in connection with the manufacture,
sale, distribution, advertising and promotion of
PRODUCT in the CONTRACT
TERRITORY.
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EXCLUSIVITY OF
ENDORSEMENT
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During the term
of this Agreement, unless otherwise authorized at the sole
discretion of ADAMS GOLF in writing,
CONSULTANT shall not:
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A.
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give the right
to use or permit the use of CONSULTANT’S
name, facsimile signature, nickname, voice or likeness to any other
manufacturer or seller of PRODUCT ;
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B.
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sponsor or
endorse PRODUCT made or sold by any other
manufacturer or seller; or
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C.
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serve as a
CONSULTANT or advisor of any other manufacturer or
seller of PRODUCT .
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D.
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Notwithstanding
paragraphs 4A, 4B and 4C above, CONSULTANT shall
be entitled to endorse and play the [*****]. The parties expressly
agree that CONSULTANT may permit [*****] the use
of CONSULTANT’S name and/or likeness in
[*****] print and/or television advertisement provided that this is
executed in a manner consistent with [*****] past [*****]
advertising practice using similarly situated professional golfers
with competing golf club endorsement agreements that include
[*****]. If [*****] use of CONSULTANT varies from
past practice of utilizing similarly situated professionals,
CONSULTANT will take action to remedy the
situation [*****]. If CONSULTANT participates
directly in any [*****] sponsored photo shoots for advertising or
PR, CONSULTANT shall wear his ADAMS
GOLF [*****]. The parties further expressly agree that
CONSULTANT’S endorsement of the [*****]
shall not include the right to place a [*****] logo on his
ADAMS GOLF [*****] or the ADAMS
GOLF [*****]. If CONSULTANT’S
relationship with [*****] terminates during this Agreement,
CONSULTANT shall be permitted to replace the
[*****] endorsement with another [*****] endorsement under the same
terms and conditions expressed herein.
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[
***** ] Confidential Material redacted and filed
separately with the Commission.
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E.
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Notwithstanding
paragraphs 4A, 4B and 4C above, CONSULTANT shall
not be required to wear ADAMS GOLF [*****] in
[*****] ads.
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5.
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EXCLUSIVE USE OF PRODUCT
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During the term
of this Agreement, CONSULTANT shall exclusively
play/use the MANDATORY PRODUCT . (It is expressly
understood by the parties that CONSULTANT may play
[ * **** ] clubs in the bag other than ADAMS
GOLF clubs including, but not limited to, a putter by a
manufacturer other than ADAMS GOLF but may not
endorse those clubs and/or putter.)
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6.
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CONSULTANT’S ENDORSEMENT OF
NON-COMPETITIVE PRODUCT
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If
CONSULTANT endorses or promotes a non-competitive
product and in that endorsement or promotion
CONSULTANT wears, plays, uses, holds or is in any
way associated with a product that would constitute
PRODUCT as defined under this Agreement,
CONSULTANT shall use objectively reasonable best
efforts to ensure that PRODUCT is an ADAMS
GOLF PRODUCT and it shall not be altered or changed in
appearance in the endorsement in any manner whatsoever without the
express written consent of ADAMS GOLF . When
endorsing a non-competitive product, under no circumstances shall
CONSULTANT wear, play, use, hold or in any way be
associated with an ADAMS GOLF competitor’s
Product.
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7.
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CONSULTANT’S SATISFACTION OF MANDATORY
PRODUCT
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It is
particularly and expressly understood and agreed that if
CONSULTANT shall find in his sincere best
reasonable judgment that the MANDATORY PRODUCT so
supplied is not suitable for his use in tournament competition,
then he shall promptly notify ADAMS GOLF in
writing of such fact and the reasons therefor. Thereafter,
ADAMS GOLF shall have a period of thirty (30) days
to either, at ADAMS GOLF’S sole discretion,
supply CONSULTANT with MANDATORY
PRODUCT that is acceptable to him or terminate the
agreement. It is agreed that if the contract is terminated pursuant
to this paragraph, the c
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