EndorsementAgreement ThisEndorsement Agreement (“Agreement”) is made effective as of November15, 2014, by and between Princess and IMG (“Gia”). WHEREAS, Princeis a full-service tennis product manufacturer, but is generally perceived inthe marketplace as a racquet company. Also, Princess is a corporation dulyorganized, validly existing, and in good standing under the laws of the Stateof New York. The Princess has its principal office and place of business at NewYork. WHEREAS,Gia recently signed with IMG, that IMG represents Gia and wishedPrincess to having an endorsement relationship with IMG’s new client. IMG is awell know sports agent company whose endorsement and services have commercialvalue to Princess. WHEREAS, Princess is desirous toobtain the right to use the name, likeness, and endorsement of the IMG(“Gia”) in connection with the advertisement and promotion of theproduct of the Princess, namely do a number of appearances on behalf of thecompany during the term of the contract. APPOINTMENT.Princesswould like IMG Gia’s assistance in offering/selling Princess’s products.Princess hereby appoints IMG (“Gia”) as its representative on anon-exclusive, non-employee basis to endorse the Services to Target Audience. OBLIGATIONS.Princessneeds supply shoes, apparel and racquets to Gia use. Also, let Gia keep uses aWilson racquet and trying the new line of Prince long body racquets, the focusPrince’s new marketing campaign. On the other hand, Gia has a short temper. She needs tocontrol her emotion, do not let the same thing that she threw her tennisracquet at a spectator, claiming that the spectator was disturbing her bymaking noise when she was preparing for a serve in the amateur contest inTaiwan happen again. SERVICES. In connection with theappointment, IMG (“Gia”) agrees to do the following: I. That the IMG(“Gia”) hereby authorizes and grants to the Princess the exclusiveright, license and interest to use the Endorsement in respect of the marketing,promotion, advertising and sale of the product; a. That throughout theterm of this agreement, the IMG (“Gia”) hereby agrees that s/he shallnot grant the right to use IMG Gia’s name, nickname, autograph, voice,signature, photograph, likeness or image to any other company, manufacturer orretailer of the same product or similar Product; b. That IMG(“Gia”) hereby agrees that he or she shall not sponsor or endorse anyother product made or sold by any other company, manufacturer or retailer whichis the same product or similar to the Product; c. That the IMG(“Gia”) hereby agrees that he or she shall not serve as an endorserof any other company, manufacturer or retailer which sells the same Product orsimilar to the Product; d. That the Princess andthe 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 thatthe Princess deems appropriate for the marketing, promotion, advertising andsale of the Product. e. emotional control DUTIES.Princessneeds to make sure the bonuses for achieving certain rankings during the termof the contract and the bonuses for winning key tennis tournaments and/orplacing high in those events, arrive to Gia’s account on time. Because Princewas acquired by 116th Street Clothiers, a Harlem. Its products include casualclothing (shorts, pants, polo shirts) footwear such as sandals and casual shoes– but not tennis shoes, sneakers or dress shoes. By the way, Google announcedthat it was ‘considering’ a hostile takeover of 116th Street. In thissituation, Princess needs to confirm no matter Google takeover 116th StreetClothiers or not the contract not influence by this event. The main parties arestill Princess and IMG (“Gia”).Giawould do a number of appearances on behalf of the company during the term ofthe contract. Also, she need to work hard for achieving certain rankings duringthe term of the contract and winning for key tennis tournaments and/or placinghigh in those events.Eachparty agrees that it will not disclose to any third party or use anyConfidential Information disclosed to it by the other party except as expresslypermitted in this Agreement; and that it will take all reasonable measures tomaintain the confidentiality of all Confidential Information of the other partyin its possession or control, which will in no event be less than the measuresit uses to maintain the confidentiality of its own information of similarimportance. TERM.This Agreement may be terminated by either party upon 60-days prior writtennotice to the other party. BASESFOR TERMINATION. The occurrence of any ofthe following shall constitute a material default under this Agreement: a. Princessfailure to make a required bonuses or payment when due. b. Theinsolvency or bankruptcy of Princess. c. Googletakeover 116th Street Clothiers make the stock rights change and newshareholder have not quality certification. Or the subjection of newshareholder’s property to any levy, seizure, general assignment for the benefitof creditors. d. Princessor IMG (“Gia”) failure to make available or deliver the Services inthe time and manner provided for in this Agreement. COMPENSATION.In exchange for IMG Gia’s performance of its responsibilities, Princess agreesto pay IMG (“Gia”), in the amount of $450,000.00 upon completion ofthe services described in this Agreement. BASESFOR RENEWAL / OPTIONS. Ifboth parties have a good cooperation and still want to keep this relationshipafter finish original contract. There are some conditions need to satisfy: a. Inthe term of contract, both parties are not break rules of contract. b. Ifany one of parties has been takeover by another company, the new shareholdshould draft new agreenment. c. ThisAgreement may be renewaled by either party upon 60-days prior written notice tothe other party. d. Thefailure of either party to enforce any provision of this Agreement shall not beconstrued as a waiver or limitation of that party’s right to subsequentlyenforce and compel strict compliance with every provision of this Agreement. DISPUTESRESOLVED. Inthe term of contract, there are many different situations and circumstancesmight be let both parties have disputes. First, both parites need to sit downdiscuss together in a meeting. Before the communication, anyone of the paritesmake decisions or make public announcement treat as break contract. ENTIRE AGREEMENT. This Agreementcontains the entire agreement of the parties, and there are no other promisesor conditions in any other agreement whether oral or written concerning thesubject matter of this Agreement. This Agreement supersedes any prior writtenor oral agreements between the parties. (Epstein,2005) INDEMNITY(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 theendorsement of the Services, the Services, or this Agreement. Princess willpromptly reimburse IMG (“Gia”) for all reasonable expenses and costsincurred 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”) againstany and all such claims, demands, or causes of action, subject only toPrincess’ reasonable right of approval of any counsel before Princess willincur any liability to indemnify and reimburse IMG (“Gia”) for feespayable to such counsel ($50,000.00). This indemnification will survivetermination of this Agreement. AMENDMENT. This Agreement may be modifiedor amended in writing, if the writing is signed by the party obligated underthe amendment. GOVERNING LAW. This Agreement shall beconstrued in accordance with the laws of the State of New York. NOTICE. Any notice or communicationrequired or permitted under this Agreement shall be sufficiently given ifdelivered in person or by certified mail, return receipt requested, to theaddress set forth in the opening paragraph or to such other address as one partymay have furnished to the other in writing. (Justice,1983) SIGNATORIES.This Agreement shall be signed on behalf of Princess Manager and on behalf ofIMG (“Gia”) by Dan Fitzgerald, Manager and effective as of the datefirst above written. IN WITNESS WHEREOF the parties haveexecuted this Agreement as of the date shown above. SERVICE RECIPIENT:Princess By: ________________________________________ PrincessManager SERVICE PROVIDER: IMG By: ________________________________________IMG Manager — DanFitzgerald WorksCitedJustice O’Connor “FIRST NATIONAL CITY BANKv. BANCO PARA EL COMERCIO EXTERIOR DE CUBA” Argued March 28, 1983. Decided June 17, 1983. Epstein, A. “Sports Law and Regulation: Cases, Materials, andProblems.” Journal ofLegal Aspects of Sport, vol. 15, no. 2, 2005, pp. 317–322. “Michael Vick Suspended from Nfl; Goodell: ‘Cruel andReprehensible’.” Los Angeles Times, vol. D.1, 2007, p. 1.