As a Brand Ambassador, you agree to be an active partner in promoting Epix Gear throughout their local community and within your own internal and external audiences, while serving as an exemplary athlete. The purpose of this document is to set forth in writing the terms and conditions of the agreement reached between EPIX GEAR (hereinafter referred to as “COMPANY”) and YOU (hereinafter referred to as “ATHLETE”).
1. AGREEMENT PERIOD
This Agreement shall commence as of: Jan 1st, 2020 and end as of DEC 31ST, 2020.
2. DEFINITION OF TERMS
The following terms have the following meanings when used herein:
(a). “Endorsed Product” shall mean products and services designed and sold by COMPANY.
3. ATHLETE OBLIGATIONS
(a). ATHLETE shall be considered signed-onto the agreement once the membership fee has been paid.
(b). ATHLETE shall conduct himself in a manner consistent with the high image, reputation and credibility of the COMPANY and COMPANY Products, and shall engage in no activities which reflect adversely on the COMPANY or the Products.
(c). ATHLETE shall promote and recommend Endorsed Product to other athletes and to the public.
(d). ATHLETE agrees that he shall use Endorsed Product in training for and competing in events/races.
(e). ATHLETE agrees to report the results as well as provide any pictures of Athlete from the events.
(f). ATHLETE agrees that he shall allow the use of his likeness in print, video and any other marketing tools which COMPANY utilizes.
(g). COMPANY must appear on all of ATHLETE’S Sponsor lists.
4. ATHLETE BENEFITS
(a). Athletic Apparel
COMPANY shall provide ATHLETE with athletic apparel for his sole personal use in competition, training, recreation, and testing purposes during the Agreement Period, as advertised to ATHLETE upon signup.
5. OVERRIDING OBLIGATIONS
The parties acknowledge that the ability of the ATHLETE to comply with the terms of this Agreement may be restricted by the rules and regulations of the governing bodies of the events in which ATHLETE competes.
6. SCOPE AND LIMITATIONS OF ATHLETE’S AUTHORITY
(a). ATHLETE has authority to solicit orders only but has no authority to accept orders. All orders solicited by ATHLETE shall be subject to acceptance or rejection by the COMPANY, in whole or in part, at the COMPANY’s sole discretion.
(b). The COMPANY shall have the sole right to determine the accounts to whom the Products shall be sold, and ATHLETE shall have no right or authority to obligate the COMPANY to sell the Products to any account.
(c). Prices, credit terms, sales programs and other terms and conditions of sale governing transactions between the COMPANY and its customers shall be those adopted by the COMPANY at its sole discretion. ATHLETE shall have no authority to modify any such prices, credit terms, sales programs or other terms or conditions of sale, to authorize any customer to return the Products to the COMPANY for credit, or to obligate or bind the COMPANY in any other manner.
(d). ATHLETE at no time shall engage in any unfair trade practices with respect to the COMPANY or the Products, and shall make no false or misleading representations with respect to the COMPANY or the Products. ATHLETE shall refrain from communicating any information with respect to guarantees or warranties regarding the Products, except such as are expressly authorized by the COMPANY or are set forth in the COMPANY’s literature or other promotional materials.
(e). ATHLETE shall not use the COMPANY’s trade names or trademarks or any names closely resembling same as part of ATHLETE’s corporate or business name, or in any manner which the COMPANY in its sole discretion, may consider misleading or otherwise objectionable.
(f). ATHLETE shall not attempt to fix the prices at which any account or prospective account of the COMPANY may resell the
COMPANY Products, it being acknowledged and understood that the COMPANY accounts are free to determine resale prices at their sole discretion.
a) Indemnification by ATHLETE
ATHLETE shall hold COMPANY harmless from any liability or expense (including legal fees and costs) arising from any injury to or damage to ATHLETE or any Athletes and from any injury caused to others by them, during competition or training. This shall include, without limitation, any liability or expense arising based upon COMPANY’S alleged negligence or strict product liability, except when resulting from the willful misconduct of COMPANY.
b) Indemnification by COMPANY
COMPANY shall hold ATHLETE harmless from any liability or expense (including legal fees and costs) made by third parties against ATHLETE with respect to claims arising from the manufacture, sale and/or use of COMPANY products, except when resulting from the willful misconduct of ATHLETE.
8. RELATIONSHIP OF PARTIES
COMPANY agrees that ATHLETE’S relationship with COMPANY shall be that of an independent contractor and nothing contained in this Agreement shall be construed as establishing an employer/employee, franchisor and franchisee, partnership or joint venture relationship between COMPANY and ATHLETE.
All parties, including but not limited to ATHLETE and COMPANY, agree to keep all terms of this agreement, especially financial arrangements, strictly confidential.
(a). Either ATHLETE or the COMPANY may terminate this Agreement, at will, at any time during the initial term or any succeeding term, and such termination may be either with or without cause. If the termination is without cause, Thirty (30) days advance written notice must be provided by the terminating party to the other party. Each party acknowledges that such thirty (30) day period is adequate to allow it to take all actions required to adjust in anticipation of termination. If the termination is for cause, no advance notice shall be required, but may be provided at the option of the terminating party. “Cause” for purposes of this paragraph shall include, but not necessarily be limited to, the following:
i). In the case of termination by ATHLETE, cause shall exist if the COMPANY materially breaches any provision of this Agreement.
ii). In the case of termination by the COMPANY, cause shall exist:
If ATHLETE fails to satisfy any of his responsibilities provided in Paragraph 3 hereof or breaches any other provision of this Agreement; or
If ATHLETE is unable, by reason of illness or disability, to perform any of his responsibilities hereunder.
(b). Cause shall exist for termination by either party if the other party assigns or attempts to assign this Agreement, except as permitted hereunder, is adjudicated bankrupt, makes an assignment for the benefit of creditors, invokes the provisions of any law for the relief of debtors, or files or has filed against it any similar proceeding.
(c). COMPANY has the right to terminate this Agreement at any time for unsportsmanlike conduct, either proven or apparent, or for a breach of any term of this Agreement.
(d). Upon any expiration or termination of this Agreement, ATHLETE shall cease holding itself out in any fashion as a Brand Ambassador of the COMPANY, and shall return to the COMPANY, all sales literature, price lists, customer lists and any other documents, materials or tangible items pertaining to the COMPANY’s business, with the exception of any COMPANY Product, which may have been purchased by ATHLETE.
(e). This agreement is executed by both the company and athlete with the knowledge that it may be terminated or not extended. neither athlete nor the company shall be liable to the other for compensation, reimbursement for investments or expenses, lost profits, incidental or consequential damages, or damages of any other kind or character, because of any exercise of its right to terminate this agreement, as provided hereunder, or because of any election to refrain from extending the duration of this agreement upon the expiration of the initial term or any succeeding term.
11. PRODUCT CHANGES
The COMPANY shall have the right, at its sole discretion, to modify or discontinue selling any or all of the Endorsed Products at any time, without incurring any liability to ATHLETE.
12. PURCHASES FOR RESALE
In the event that the COMPANY and ATHLETE agree that ATHLETE shall purchase quantities of the COMPANY’s Products for resale, any such purchases shall be at such prices and upon such other terms and conditions of sale as are determined by the COMPANY at its sole discretion. The COMPANY shall have the right to cease selling COMPANY Products to ATHLETE at any time.
13. SUBMISSION OF IDEAS TO THE COMPANY
In consideration for the COMPANY’s execution of this agreement, ATHLETE agrees that any and all business ideas, materials, procedures, policies and plans (hereinafter called collectively “the ideas”) as may be submitted by ATHLETE to the COMPANY during the term of this Agreement and which pertain directly or indirectly to the business of the COMPANY, shall belong to and be deemed to be the property of the COMPANY. Unless otherwise agreed expressly in writing by an officer of the COMPANY, the COMPANY shall not be required to compensate ATHLETE in any manner for the ideas, regardless of whether the COMPANY utilizes or does not utilize the ideas, in whole or in part. ATHLETE agrees to execute any additional documents as may be necessary to effectuate these provisions.
14. PROPRIETARY INFORMATION
All financial, engineering, sales, marketing or other information disclosed by the COMPANY to ATHLETE as a consequence of ATHLETE’s relationship with the COMPANY shall be treated by ATHLETE as the COMPANY’s trade secrets and shall not be disclosed by ATHLETE to any other person, firm or entity, during the term of this Agreement or thereafter, without the prior written consent of the COMPANY, except to the extent that such information is in the public domain at the time of its disclosure to ATHLETE or thereafter becomes in the public domain through no fault of ATHLETE.
15. ATHLETE’S EXPENSES
ATHLETE shall bear the entire responsibility for any and all expenses incurred in connection with his racing/promotional activities (including, but not limited to leaseholding expenses, telephone and traveling expenses), and the COMPANY shall not be obligated to pay any such expenses or to reimburse ATHLETE therefore.
The COMPANY shall have no responsibility for the payment of withholding, Social Security or unemployment taxes, or any similar taxes or other payments, with respect to commissions earned by ATHLETE hereunder.
16. APPLICABLE LAW, FORUM SELECTION AND CONSENT TO JURISDICTION
This agreement shall be governed and construed in all respects in accordance with the laws of the state of Colorado. Any litigation instituted by ATHLETE against the COMPANY pertaining to any breach or termination of this Agreement, or pertaining in any other manner to this Agreement, must be filed by ATHLETE before a court of competent jurisdiction in Colorado and ATHLETE hereby consents irrevocably to the jurisdiction of the Colorado courts over its person. Service of process may be made upon ATHLETE as provided by Colorado law, or shall be considered effective if sent by Certified or Registered Mail, Return Receipt Requested, Postage Prepaid.
(a). ATHLETE may not assign, transfer or sell all or any of his rights under this Agreement (or delegate all or any of its obligations hereunder).
(b). The waiver by either party of any of its rights or any breaches of the other party under this Agreement in a particular instance shall not be construed as a waiver of the same or different rights or breaches in subsequent instances. All remedies, rights, undertakings and obligations hereunder shall be cumulative, and none shall operate as a limitation of any other remedy, right, undertaking or obligation hereunder.
(c). The paragraph headings contained herein are for reference only and shall not be considered substantive provisions of this Agreement. The use of a singular or plural form shall include the other form, and the use of a masculine, feminine or neuter gender shall include the other genders.
(d). In the event that any of the provisions of this Agreement or the application of any such provisions to the parties hereto with respect to their obligations hereunder shall be held by a court of competent jurisdiction to be unlawful or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and shall not be invalidated or impaired in any manner.
(f). This agreement supersedes any and all other agreements between the parties pertaining in any manner to the subject matter hereof, and contains all of the covenants and agreements between the parties with respect to said subject matter. Each party to this Agreement acknowledges that no written or oral representations, inducements promises or agreements have been made which are not embodied herein. IT IS THE INTENTION AND DESIRE OF THE PARTIES THAT THIS AGREEMENT NOT BE SUBJECT TO IMPLIED COVENANTS OF ANY KIND. Except as otherwise provided in this Agreement, this Agreement may not be amended, modified or supplemented, except by a written instrument signed by both parties hereto.
(g). This Agreement constitutes the entire understanding between COMPANY and ATHLETE. Upon its execution, this Agreement cannot be altered or modified except by an agreement in writing signed by both parties, and shall supersede all prior negotiations, understandings and agreements, whether oral or written, and such prior agreements shall thereupon be null and void and without further legal effect.
(h). This Agreement has been executed in multiple counterparts, each of which shall be deemed enforceable without production of the others.