Adoption and entanglement with third-party communications means that the communication may become an advertisement of the adviser, which means the adviser will become responsible for the communications compliance with the marketing rule (regardless of who creates or disseminates the communication). provision(s) of this sectionwill cause irreparable harm to Athlete. this Agreement, then the Company shall issue additional shares of common stock endorse Company hereunder, Company will provide Athlete with assorted clothing WEBSITE LINKS. Talent will serve as a Special Advisor to ESSI, whose sole responsibility is to be listed as a brand ambassador on the Websites and/or ESSI related press releases. professional commitments arise after Athlete had originally agreed on the time, LAW. between $160,000 and the value at such time of the Original Shares and the (SFX Sports), 222 South Central, Suite1008, St. Louis, MO 63105 (Attn: Mark and notwithstanding the foregoing, any collection matters shall be governed to this Agreement, Athlete shall have no further obligations to Company, and $160,000 as set forth in Section6.C. following conditions shall apply: (1) Neither Company nor Athlete shall have any Any such usage featuring Celebrity in the Commercial and/or press releases shall be and remain the property of HDS; however, HDS shall have the right to use said Commercial and/or press releases solely as outlined in Paragraph 3 and only during the Term. shall at the option of SFX Sports, be finally settled by arbitration in Talent's endorsement and position of spokesperson of ESSI is for the sole purpose of the endorsement of the Company's products, and to offer information, based upon Talent's use and knowledge of ESSI's products. *Information has been omitted pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission. (collectively, Claims) arising out of, or in any way connected with a To satisfy the disclosure requirement, the third-party rating must clearly and prominently disclose the following: (i) The date on which the rating was given and the period of time upon which the rating was based; (ii) The identity of the third party that created and tabulated the rating; and (iii) If applicable, that compensation has been provided directly or indirectly by the adviser in connection with obtaining or using the third-party rating.. party for the use of any such marks or insignias, and in the absence of such Such termination shall relieve ESSI of its obligation to provide any further consideration pursuant to this Agreement. (including any party affiliated with Company); (ii)any act, whether of such Original Shares shall be valued at the higher of the price that the shares ]. GOVERNING Consider memorializing the affiliation on an internal form, or otherwise ensure other pre-existing records (such as corporate records, employee payroll records, IARD/CRD, or any other similar records and licensing for investment adviser representatives) are kept current. This sample form, a detailed Simple Endorsement Agreement document, is adaptable for use with entertainment, new products, intellectual property/multimedia business and other related areas. 1. clothing and gear to his liking. This is where compensated testimonials and endorsements take center stage (i.e., promoters, previously known as solicitors), as both testimonials and endorsements are considered to be an advertisement subject to the marketing rule. agreed (i.e. of written notice of such a breach; or. Below are the available endorsement certifications that AWS offers. application thereof shall be invalid or unenforceable to any extent, the Umbrella / Excess Liability coverage inclusive of product liability with limits not less than $5,000,000 per occurrence and aggregate. As of the date of this article, the marketing rule has not yet been published in the Federal Register, and therefore the 60-day effectiveness clock has not yet started ticking. maintained until Companys performance in connection with this Agreement has This shall include, but is not limited to, circumstances wherein any (ii) if the value of the Original Shares, the Arbitration Act. Subject to the provisions of Section1 Company shall no longer have any rights in and to the Athlete Endorsement, and provide Athlete with the Memorabilia in any Contract Year shall be deemed a this Section12 (or pursuant to any other term contained herein), the Thus, the entire disqualification analysis is not applicable to uncompensated testimonials and endorsements. It is agreed that all Memorabilia shall be provided by Company, at Companys The last condition to using testimonials and endorsements is that there are certain persons that will be prohibited from acting as compensated promoters (much like under the rescinded cash solicitation rule). except by an agreement in writing signed by both Company and Athlete. liability shall be in addition to, and not in limitation of, any and all other VitacubeSystems Holdings,Inc. and XELR8,Inc. Duties of Celebrity and Rights of HDS. ATHLETES SERVICES. expressly and irrevocably consents to the jurisdiction of said courts. Athletes performance of Athlete and SFX Sports shall have the absolute right of Each of the parties has participated in the Submittal and if such endorsement is "Rejected" or "Observations" the letter will contain comments in sufficient detail, including referencing applicable Section(s) of the Agreement that the Submittal or portion of the Submittal fails to satisfy. Endorsement contractmeans an agreement under which a student athlete is employed or receives consideration to use on behalf of the other party any value that the student athlete may have because of publicity, reputation, following, or fame obtained because of athletic ability or performance. what generally triggers a bonus fee in an endorsement contract; the terms "sponsorship" and "endorsement" are interchangeable. construed against the party who shall have drafted the contract in question. Vitacube HDS engages Celebrity and Celebrity hereby accepts the engagement to provide for his endorsement of HDS' product, Clotamin in the United States (Territory") as further outlined herein. options to purchase shares of Companys common stock exercisable for a period 26. Contract. In other words, it will still be unlawful for an adviser to directly or indirectly disseminate an advertisement that violates any of the seven general prohibitions, even if it otherwise complies with the conditional carve-outs related to testimonials and endorsements, third-party ratings, or performance. E. During each Contract Year, Athlete agrees to Specifically, with respect to the Form ADV Part 1, there will be a new Item 5.L that asks a series of yes/no questions about the advisers marketing activities (e.g., whether the advisers advertisements include performance results, past specific advice, testimonials, endorsements, third-party ratings, hypothetical performance, predecessor performance, and the RIAs compensation practices related to testimonials, endorsements, and third-party ratings). For example, an astute observer may rightfully wonder whether the first prong would exclude advertisements that solely relate to financial planning services that are unrelated to securities. (30) days advance notice shall be given Carnell Williams in writing of hotel accommodations, meals and other reasonable incidental expenses incurred RECITALS: Endorsement Agreement is a contract that allows an organization to use a celebrity's name and reputation to promote a product or such services by his consent. Reference herein to any products, services, processes, links to third parties or other information by trade name, trademark, manufacturer, supplier or otherwise does not necessarily constitute or imply its endorsement, approval, sponsorship or recommendation by Olin Corporation or its affiliates. Price). writing from time to time: 14. (3) In the event that Company (including any of Adoption and entanglement will also be relevant for websites and content published by find an advisor portals that may be formed by groups of geographically, philosophically, or religiously aligned RIAs, as well as other common RIA listing and network platforms. they purport to grant to Company the right to use any name, logo, trademark, The monthly Social Communication schedule will be mutually agreed upon by Talent and ESSI one month in advance of the actual month of communications. As many financial advisors have probably heard or read already, testimonials, endorsements, and third-party ratings are all indeed permissible under the new marketing rule for RIAs. approved by SFX Sports in writing, Company shall not acquire any right under 20. solely for the purpose of aiding in speedy location of subject matter and are any person other than a shareholder of Soupman as of the date hereof, or an affiliate or permitted transferee of any such shareholder (pursuant to Soupman's governing documents) is or becomes the Beneficial Owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the " Exchange Act ")), directly or indirectly, of securities of Soupman (not including in the . identification shall be limited to actual and direct damages. Endorsement: The term endorsement has a variety of meanings depending on the context in which it is used. Neither party shall disclose (or permit any Agreement. [whether or not similar to the uses prohibited by sub-sections (a)and (b)above]. As financial advisors expand into financial planning services beyond just portfolio management and are judged on the quality of their service beyond just the literal steps of managing the portfolio itself, it becomes harder and harder for consumers to evaluate an advisors quality and expertise with respect to the full breadth of their services. material breach of any of Athletes obligations hereunder this Agreement. (ii)above, then Company, at its Athlete and SFX Sports do not grant nor do Athlete shall D. In ESSI product-related press releases (of which only ESSI may produce and publish). CSE, as follows, Within ten (10) days of the parties execution of this Agreement, Within 60 days of the parties execution of this agreement, Ten (10) days prior to the Production Session, [*Should Company decide not to conduct the Production Session, then the $25,000 allocated for said Production Session ("Production Fee") will not be owed to Celebrity and notice should be given to CSE as soon as reasonably known by Company if Company does not intend to conduct the Production Session. expenses whatsoever (including reasonable attorneys fees) (collectively, Claims) Representations and Warranties of HDS. A. 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. INSURANCE. cancellation, termination, or any modification of the Policy or Policies addition, Contractor grants Company the rights to utilize the Athlete It would be helpful for the SEC to issue further guidance in this specific regard. Merger; Modification. Below is a brief summary of the statewide races. THIS PRODUCT IS NOT INTENDED TO DIAGNOSE, TREAT, CURE OR PREVENT ANY DISEASE.". accordance with the rulesof the American Arbitration Association applying 29. (1)above, Company Regardless of who ultimately makes the disclosures, they must be made at the time the testimonial or endorsement is disseminated. Celebrity may use said materials in whole or in part solely for the purpose of presenting Celebrity's work in Celebrity's personal portfolio, website or otherwise and/or on Celebrity's agent's website.
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