EXHIBIT 10.9
PIKES PEAK AUTO HILL CLIMB EDUCATIONAL MUSEUM, INC.
AND
PROLONG SUPER LUBRICANTS, INC.
AND
▇▇▇▇▇▇ ▇▇▇▇ MARKETING, INC.
1997 75th Running
with Option to Prolong for 1998 and 1999
THIS AGREEMENT ("Agreement") is made this 21st day of February, 1997 by and
between PIKES PEAK AUTO HILL CLIMB EDUCATIONAL MUSEUM, INC./(TM)/("HILL CLIMB"),
a Colorado corporation, PROLONG SUPER LUBRICANTS, INC. ("PROLONG"), a Nevada
corporation and ▇▇▇▇▇▇ ▇▇▇▇ MARKETING, INC. ("BDM"), a California corporation.
Therefore, HILL CLIMB and PROLONG and BDM agree as follows for the 1997 Pikes
Peak International Hill Climb Events with an option for 1998 and 1999.
I. DEFINITIONS
A. "Event" means the 75th, 76th, and 77th Annual Pikes Peak International
Hill Climb and related events that are sanctioned by HILL CLIMB.
B. "Race Week" means the week beginning June 27 of each sponsorship
year and ending July 5 of each of the aforementioned years.
C. "HILL CLIMB Trademarks" include the trademarks and copyright that
HILL CLIMB has registered. "PROLONG Trademarks" means trademarks and
copyright which PROLONG has registered.
D. "Event Related Merchandise" means any merchandise that bears the
official HILL CLIMB Trademarks.
E. "Default" means that either HILL CLIMB or PROLONG has breached this
Agreement.
F. "Agreement" includes the body of this agreement and any attached
addenda.
II. OBLIGATIONS
A. All proposed advertising copy, signs and displays must be submitted to
HILL CLIMB for prior approval. PROLONG will bear all costs of their
production, transportation and installation.
1) HILL CLIMB must reply to PROLONG within ten (10) working days
or proposed advertising copy, signs and displays will be implied
acceptable.
2) HILL CLIMB must advise PROLONG ninety (90) days before final
production of official race program that submitted advertising copy is
acceptable. If HILL CLIMB does not advise PROLONG, submitted
advertising copy will be implied acceptable.
▇. ▇▇▇▇ CLIMB's Trademarks and all associated goods will belong to HILL
CLIMB. PROLONG must submit all proposed uses of the HILL CLIMB Trademarks
during the terms of this Agreement to HILL CLIMB for approval. If no
response is received within ten (10) working days from HILL CLIMB,
PROLONG's proposed uses of HILL CLIMB's trademarks will be implied
acceptable. PROLONG shall not apply for or obtain any state or federal
service ▇▇▇▇ or trademark registration covering or including HILL CLIMB's
Trademarks.
C. PROLONG Trademarks and all associated goods will belong to PROLONG.
HILL CLIMB may use them to the extent necessary to carry out the terms of
this Agreement and must submit all proposed uses to PROLONG for approval.
HILL CLIMB shall not apply for or obtain any state or federal service ▇▇▇▇
or trademark registration covering or including the PROLONG Trademarks.
D. PROLONG must submit all proposed Event Related merchandise to HILL
CLIMB for approval of its content.
E. Both parties must publicly identify and refer to the Event as the
"Chevrolet Pikes Peak International Hill Climb".
F. This indemnity shall survive the termination of this Agreement.
1. HILL CLIMB shall defend, indemnify and hold harmless PROLONG
and its director, officers, employees and agents from and against all
claims, liabilities, damages and losses, including reasonable
attorney's fees, arising from or connected with HILL CLIMB's breach of
this Agreement.
2. PROLONG shall defend, indemnify and hold harmless HILL CLIMB
and its directors, officers, employees and agents from and against all
claims, liabilities, damages and losses, including reasonable
attorney's
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fees, arising from or connected with PROLONG's breach of this Agreement.
When either PROLONG or HILL CLIMB requests indemnity for the other, the
indemnitor shall bear the expense of settlement, the indemnitee shall be
entitled to participate at its own expense, and no settlement shall be made
without prior written consent of the indemnitee.
G. The terms of this Agreement shall remain confidential unless both parties
agree to disclose them in whole or in part.
H. If any cause beyond the control of HILL CLIMB or PROLONG prevents HILL
CLIMB or PROLONG from performing any or all of its obligations as described
in this Agreement (excluding the obligation to pay money), either party may
cancel this Agreement with no further obligation and with all monies paid
hereunder returned to the party who made the payment.
I. Term and Option of Agreement - The term of this Agreement shall commence on
the date the last signatory executed this Agreement, and shall continue through
December 31, 1999 unless earlier terminated as hereafter provided. Should
PROLONG determine to exercise its option to either terminate the Agreement or
discontinue supplying the product (reference page 7, D, item 1), it shall give
written notice thereof to ▇▇▇▇▇▇ ▇▇▇▇ Marketing no later than August 1 preceding
each year's Pikes Peak International Hill Climb Event.
J. Notices - All notices and communications regarding this Agreement shall be
in writing and shall be hand-delivered or sent register or certified mail,
postage prepaid, return receipt requested, to:
HILL CLIMB: ▇▇▇▇ ▇▇▇▇▇▇▇
Chief Executive Officer
Pikes Peak International Hill Climb
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
PROLONG: ▇▇▇▇▇ ▇▇▇▇▇
Motorsports Manager
Prolong Super Lubricants, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
BDM: ▇▇▇▇ ▇▇▇▇▇
Manager, Client Promotions
▇▇▇▇▇▇ ▇▇▇▇ Marketing
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇
▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
K. Either party may assign this Agreement without the prior written
consent of the other party, and HILL CLIMB may assign its right to receive
payments to secure credit obligations of HILL CLIMB.
▇. ▇▇▇▇ CLIMB shall name PROLONG in the amount of five million dollars
($5,000,000.00) as an additional insured on its commercial general
liability insurance covering all of its activities relating to the
performance of this Agreement during 1997 with option for 1998 and 1999.
HILL CLIMB shall provide PROLONG with a certificate of insurance
reflecting compliance with the terms of this section on or before April 15
of each sponsorship year and thirty (30) days prior written notice of any
change in coverage or termination of coverage.
III. HILL CLIMB WILL PROVIDE TO PROLONG EACH YEAR
A. Designation of PROLONG as "Official Lubricant" of the Chevrolet Pikes
Peak International Hill Climb ("event").
B. Opportunity to tag PROLONG advertising with "Prolong - Official
Lubricant of the Chevrolet Pikes Peak International Hill Climb" through
December of each year of sponsorship.
C. The right to utilize the Chevrolet Pikes Peak International Hill
Climb logo and marks in all advertising and promotions through December of
each year of sponsorship. (All designs to be mutually agreed upon.)
E. PROLONG to receive national and international television exposure
through contracted coverage of the event with major TV network. 10%
discount off commercial advertisement cost for TV telecast. Commercial
spots must be secured by May 1 of each year of sponsorship. PROLONG
to provide ad/commercial video footage to TV broadcast specifications.
F. One 20' x 40' hospitality tent to be located at the Start Line or
alternative location pending TV feed availability; seating capacity for
50 persons (excludes catering); live race day television and radio feed;
50 race day tickets for each event; 50 official souvenir race programs for
each event.
G. PROLONG identification at the Official Start Line and Finish Line.
PROLONG identification will consist of three (3) PROLONG banners (4' x
10') prominently displayed at each location. A minimum of three 4' x 10'
PROLONG
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banners per seven designated TV locations placed to receive optimum TV
exposure.
H. PROLONG identification prominently displayed at Official Hotel, Race
Headquarters, Press Room and Registration area.
I. Prominent signage and product display at all Chevrolet Pikes Peak
International Hill Climb special events and week-long activities
preceding race day.
J. Complimentary one full-page, four color advertisement each year of
sponsorship in the Official Race Program.
K. Complimentary one full-page editorial each year of sponsorship in the
Official Race Program.
L. 20 VIP All-Event Race Tickets for each year of sponsorship. (Parking
VIP passes for each event is subject to negotiation due to limited
parking availability in designated VIP areas.)
M. Two hotel rooms at Race Headquarters Hotel, four room nights each
for a total of eight room nights for the 1997 Racing Event.
N. Prolong identification on two (2) "official" show trucks supplied
by PPHC.
O. "Prolong Super Lubricants - No Equal in the World" identification
on all race tickets.
P. Prolong Super Lubricants logo incorporated into the PPHC website.
Q. Prolong Super Lubricants logo incorporated into the PPHC 75th
commemorative poster.
IV. PROLONG WILL PROVIDE TO HILL CLIMB
A. Cash $40,000 - 1997 (75th Running) and Optional Renewal Years 1998
and 1999
1. $20,000.00 due upon signing of agreement or on or before
January 31, 1997 and on or before January 31 of each subsequent year.
2. $20,000.00 due on or before March 31 of each year.
B. Lubricant Product Each Year
1. As determined by Prolong.
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C. 400 (5" x 1 1/2")PROLONG decals.
D. 36 (4' x 10') PROLONG product banners.
E. Camera-ready artwork for Official Program advertisements and
editorial copy delivered to HILL CLIMB on or before April 1 of each
year of sponsorship.
F. Guaranteed consideration of cross-promotional advertising and
opportunities with HILL CLIMB participating Major sponsors at each
event.
G. PROLONG may provide the following promotional premiums for each
event:
200 - PROLONG race hats
200 - PROLONG racing T-shirts
200 - PROLONG promotional give-aways to include in drivers' entry
packets.
VI. ▇▇▇▇▇▇ ▇▇▇▇ MARKETING WILL PROVIDE TO PROLONG
A. Program assistance and liaison with the Hill Climb.
B. Hospitality assistance
C. Credential assistance
D. Public relations liaison with the Hill Climb
E. Promotional assistance
F. On-site management and execution
VII. PROLONG WILL PROVIDE TO ▇▇▇▇▇▇ ▇▇▇▇ MARKETING
A. $5,000.00 management fee to ▇▇▇▇▇▇ ▇▇▇▇ Marketing on or before
June 1, 1997.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written.
PIKES PEAK AUTO HILL CLIMB EDUCATIONAL MUSEUM, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
(Signature) (Printed Name)
Title: Executive Director Date: 2/26/97
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PROLONG SUPER LUBRICANTS, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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(Signature) (Printed Name)
Title: President Date: February 21st, 1997
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▇▇▇▇▇▇ ▇▇▇▇ MARKETING, INC.
By: /s/ ▇.▇. ▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇
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(Signature) (Printed Name)
Title: President Date: 2/24/97
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