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,"
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
The endorsement by Norman of RII's e-commerce website and business is of
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
NOW, THEREFORE for and in consideration of the foregoing, and the mutual
covenants and agreements set forth herein, the Parties hereby agree as follows:
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
White Shark Enterprises, Inc, and exclusively licensed to Reebok
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
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