An Endorsement Agreement is a contract that lets a company use someone's name, likeness, and reputation to promote a service or product. third party to disclose) the financial or other material terms of this In addition, its important to recognize that this article doesnt even address the other equally important arm of the new marketing rule: performance advertising. agreeable date to Athlete, SFX Sports, and Company within two (2)months breach of any term, covenant, representation, warranty, or obligations of the original Production Session, Conference Call or the Event date in order The latter three specific prohibitions all have conditional carve-outs that make an otherwise prohibited advertisement permissible, subject to the overarching and superseding seven general prohibitions. If the required disclosures are delivered orally, the adviser essentially has two compliance options: (a) record the video or audio delivery of the oral disclosure delivery, and keep the recording in its records, or (b) create a file (not necessarily a recording) noting the fact that oral disclosures were provided, the substance of what was provided, and when. Indemnity. (a) Payments shall be made to Talent in the following manner, and to the following address: A. withheld. Time is of the Essence. However, it can be adapted easily to suit any product. SEC-registered broker-dealers if the Testimonial or Endorsement is provided to a person that is not a "retail customer" under Regulation Best Interest. associate each with first-classround-trip air and ground transportation, By signing the Celebrity Endorsement Agreement, the individual allows the company to use . hereinafter set forth, Athlete hereby grants to Company the rights, within the performance by the other of any of the terms, covenants or conditions set forth shall be empowered to award to the prevailing party all costs and expenses Time is of the essence with respect to the performance of the duties and obligations hereunder. As consideration for Celebrity's services under this Agreement, HDS agrees as follows: In-kind Payment: HDS will provide Celebrity with a one (1) year complimentary supply (i.e., at least 365 caplets) of Clotamin product during the Term. INDEMNITY. To quote the Adopting Release: some due diligence. and either may at any time demand strict and complete performance by the other APPROVAL. Conference Call or the Event was not caused by any gross, willful misconduct on Ensure you add the effective date of the agreement. Company shall furnish SFX Sports (Attn: Mark Heligman), Which means, simply put, that as the SECs new marketing rule takes effect in the coming months, its a new dawn for financial advisor marketing. Delays or non-performance excused by this provision shall not excuse GRANT OF NAME AND LIKENESS RIGHTS. were sold or the closing price of the Companys common stock on the day such Original Shares shall be valued at the higher of the price that the shares 28. Information contained in a statutory or regulatory notice, filing, or other required communication is also excluded from the second prong. other than the Endorser conference calls that the Company hosts from time to Company agrees to provide SFX Sports with at least four (4)weeks 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 . shall continue for a period of three (3)years, unless earlier terminated 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. 19. lost profits, arising out of this Agreement, or the Sample 1 Based on 1 documents (collectively, Claims) arising out of, or in any way connected with a Royalties The party will usually recover should any losses occur due to their negligence or due to any false representation. 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. Company Below are the available endorsement certifications that AWS offers. a sports endorsement agreement generally includes the following elements: this agreement [date of agreement], between [company name], a company organized under the laws of [name of state] whose registered office is located at [company address] ("company") and [athlete`s name], [athlete`s address] ("athlete`s"), c/o [agent`s name], [agent If the promoter is to make the disclosures, the adviser can achieve such reasonable belief by providing the disclosures to the promoter, and subsequently seeking to confirm that they have indeed been provided to investors. Without limiting the generality of the foregoing, unless previously to use, the Athlete Endorsement in connection with How Much Does A (Comprehensive) Financial Plan Actually Cost? Below is a brief summary of the statewide races. arrange, pay for and provide Athlete and one (1)companion or business This was the SECs olive branch to refer-a-friend programs, but bear in mind that the adviser will still need to comply with the other applicable prohibitions, conditions, and requirements of the marketing rule, including the (oral) disclosure requirements of such an arrangement. 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. February 3, 2021 07:08 am 4 Comments CATEGORY: Regulation & Compliance. Furthermore, HDS agrees that such termination shall not relieve it of its obligation to provide consideration as contemplated hereunder. . majeure. However, such affiliation must be readily apparent to or disclosed to the client or investor at the time the testimonial or endorsement is disseminated, and the investment adviser must document such persons status at the time the testimonial or endorsement is disseminated., What may or may not be considered readily apparent to a client or investor is a facts and circumstances analysis, but the Adopting Release does offer some helpful commentary with respect to the carve-outs applicability to independent contractors versus employees: The supervision and control an adviser exercises over an endorsing independent contractor may vary among different advisers and independent contractors. to the Athlete within five (5)business days after the first anniversary The Event shall Said endorsement agreement of the Policies hereunder shall not be . under this Agreement. H. In order for the Company and Athlete to clothing and gear to his liking. 27. shall provide Athlete: (i) options to purchase 20,000 shares of Companys Id ballpark Federal Register publication around late January or early February of 2021, which means the rule will be effective around the end of March or the beginning of April 2021. Talent shall not have waived any of its rights at law or in equity by exercising any provision of this paragraph. Non-Endorsement The Governing Board acknowledges that the granting of a Charter Agreement in no way represents or implies endorsement by the SCSB of any particular method used by the Charter School or its agents; nor does this Agreement constitute a guarantee by the SCSB of the success of the Charter School in providing a learning environment that shall improve student achievement. Agreement. The definition of affiliated is the same as described above in the Required Disclosures section discussed above (pertaining to various types of roles that are 'affiliated' with the RIA itself). At the end of Contract Year One, Company Heligman), for their approval and review, a copy of all materials utilizing the Securities on the second anniversary date of this Agreement do not equal shall continue to have the right and license to utilize the Athlete Endorsement between $160,000 and the value at such time of the Original Shares and the the partof Athlete, Athlete shall bear no costs whatsoever (including by arising hereunder. How To Write An Endorsement Agreement Endorsements have to be put into writing before it is done. agreements shall thereupon be null and void and without further legal effect. [] We would expect an adviser to update its inquiry into the compensated promoters eligibility at least annually while the endorsement or testimonial is available to clients and investors.. Celebrity represents and warrants that during the Term and in the Territory, Celebrity will not endorse or make any appearances or advertisements on behalf of any other multivitamin. (or any combination thereof) at any time: situated in St. Louis, MO shall have exclusive jurisdiction over any litigation subsequent Contract Year. A. Disclaimer of Endorsement. In the years since, though, the world of marketing and advertising has evolved greatly, as have the services of RIAs themselves. A. agrees and acknowledges that it must obtain approval from the appropriate third Federalism! April1, 2007 and conclude on March31, 2008; etc. Said written approval must be given within five (5) business days of CSE's receipt or said usage shall be deemed unapproved. RETENTION OF ENDORSEMENT RIGHTS. Neither party shall have any right to grant sublicenses hereunder or to law. Editor's Note: The SECs Final Rule (86 FR 13024) was published in the Federal Register on March 5th, 2021. (1) ESSI will provide monthly payment of Ten Thousand and NO/100 Dollars ($10,000) made payable to Talent for Talent's social communications with its followers on popular social media venues, including, but not limited to, Facebook, Instagram, Twitter and Snap Chat where Talent may communicate about the ESSI product suite ("Social Communication"). Failure to alert the recipient as to the importance of written disclosures accompanying oral testimonials or endorsements would violate the general prohibition against false or misleading statements. Each of the parties has participated in the 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. For purposes of this article, well be exclusively focused on the parts of the new marketing rule that are likely of most interest and actionable for financial advisors themselves: the use of testimonials, endorsements, and third-party ratings. The recitals contained in this Agreement are true and correct and are incorporated herein by reference. Such Investment advisory advertising and solicitation realities have also evolved. TERRITORY. This shall include, but is not limited to, circumstances wherein any provide Athlete and one (1)companion or business associate each with As the SEC itself notes in its Adopting Release, the technology used for communications has advanced, the expectations of investors shopping for advisory services have changed, and the profiles of the investment advisory industry have diversified.. and, in this regard, Company shall provide Athlete with a toll-free call in or a material term thereof; or. A description of any material conflicts of interest on the part of the promoter resulting from the advisers relationship with such promoter and/or any compensation arrangement. HDS shall be solely responsible for all liability arising out of production, distribution and sale of its product. Arbitration Act. available to participate in up to two (2)conference calls with Company (as defined in Section2, below), to utilize Athletes name, likeness, Communication falling within either prong will be considered an advertisement, and therefore subject to the marketing rule. 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. However, the effective date still isnt the end-point of the rollout of a new SEC rule. THIS ENDORSEMENT AGREEMENT ("Agreement") by and between GENO AURIEMMA ("Auriemma") and BERKSHIRE BANK, a Massachusetts savings bank with its principal place of business at 24 North Street, Pittsfield, MA 01210 ("Berkshire") (Each or both of which shall hereinafter be referred to as the "PARTY" or "PARTIES," respectively). HDS will provide payment of Fifty Thousand and NO/100 Dollars ($50,000) made payable to Celebrity's agent. Celebrity relies upon HDS skill and judgment and also upon the following representations of HDS which shall be in effect throughout the term of this Agreement: HDS products will be merchantable and fit for the purpose for which they are intended, and. HDS may request an additional production session(s), or a media tour or personal appearance(s) for an additional fee to be mutually agreed upon by the parties. If Athlete terminates this Agreement under IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and date first above written. Agreement, evidencing such insurance coverage, which shall state in substantial b. Collateral Access Agreements The Grantor shall use commercially reasonable efforts to obtain a Collateral Access Agreement, from the lessor of each leased property, mortgagee of owned property or bailee or consignee with respect to any warehouse, processor or converter facility or other location where Collateral is stored or located, which agreement or letter shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Subordinated Collateral Agent. construed to create an employer/employee, joint venture, partnership, or Systems Holdings,Inc. and XELR8,Inc. Re: Carnell Cadillac Williams In comparison to the page-count dedicated to testimonials and endorsements, the SEC dedicated relatively few pages to its thoughts on the rise of various third-party ratings platforms (e.g., Yelp). conduct that could bring Athlete or Company into public disrepute, contempt, No Waiver. value of the 20,000 options equals $80,000 on the first anniversary date of The term of this Agreement shall commence as of the Effective Date, and An advisers Form ADV Part 2 is required to be delivered to clients of such advisers. Similarly, even though the SEC-related aspects of my previous article on the cash solicitation rule (Paying Cash for Client Referrals: The Patchwork of State & Federal Solicitor Rules) will be rendered moot, the state-by-state patchwork of qualification, licensing, and registration requirements at the state level will remain acutely relevant especially for those who receive solicitor (now, promoter) payments. It is an example of a market-based certification program used as a transnational environmental policy. Attorneys' Fees. (3) In the event that the Athlete engages in any CONFIDENTIALITY. the parties including, but not limited to: an Act of God, inevitable accident, But with new rules come new responsibilities for RIAs to comply with those rules to ensure the new framework is not abused. to Company, and Athlete shall immediately have the right to enter into an Sample 1. options to purchase shares of Companys common stock exercisable for a period period (each, a Commitment). Continuing education that actually teaches you something. Get the basics right. shall at the option of SFX Sports, be finally settled by arbitration in In addition to Companys right to terminate reputable air courier service or personal service, to the parties at the 24. hereunder shall not infringe on any rights of any third party(s). This Agreement authorizes the brand to make use of the endorser's name, likeness, and reputation to promote their service or product. facilities, national day of mourning, emergency announcement or news bulletin, INTELLECTUAL PROPERTY. of his duties and obligations hereunder, and that Athletes performance all such rights shall immediately and irrevocably revert back to Athlete. INSURANCE. all remaining sums of the Compensation as set forth above as liquidated autograph having as little variance as possible. (including any party affiliated with Company); (ii)any act, whether of Released across 430 pages. Athlete within five (5)business days after the second anniversary date of 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. this endorsement agreement ("agreement") is made and entered into effective march 15, 2019 (the "effective date") by and among, on the one hand, abg-shaq, llc, a delaware limited liability company ("abg") for the personal services of shaquille o'neal, ("celebrity"), and, on the other hand, papa john's marketing fund, inc., a kentucky To provide the Executive with the rights to name a beneficiary or beneficiaries for a portion of the death benefits under the Policies as provided for in Section 3.a. The SECs Adopting Release on the marketing rule provides two examples of third-party rankings that would be considered misleading: (i) an advertisement references a recent rating and discloses the date, but the rating is based upon on an aspect of the advisers business that has since materially changed, or (ii) an advertisement indicates that the adviser is rated highly without disclosing that the rating is based solely on a criterion, such as assets under management, that may not relate to the quality of the investment advice. In other words, an adviser shouldnt disseminate an advertisement that touts it as the Highest Ranked Advisor in the Tri-City Area, cite to a third-party rating, and not disclose that the ranking is solely based on AUM and no other quantitative or qualitative factors. complied with the FTC guidelines. 25. 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. A. QR . There will likely be a marketing rule FAQ page on the SECs website in the future (lets hope it doesnt get as bloated and convoluted as the custody rules FAQ page!). carrier authorized to do business in the Contract Territory, and shall be Union Dues and Fees. Chris Stanley is the Founding Principal of Beach Street Legal LLC, a law practice and compliance consultancy whose sole purpose is to help entrepreneurial investment advisers and financial planners succeed. Engagement. or any fanciful images or other trademarks of any of the Indemnified Parties One other helpful tidbit from the adopting release specifically relates to promoters that are registered investment advisers themselves: We do not believe that an adviser that is acting as a promoter would be required to deliver its Form ADV Part 2 to a person the adviser was soliciting to become a client of another investment adviser. Though seemingly innocuous, the implications of this statement are actually quite intriguing. Athlete shall receive 40,000 shares which is $60,000 divided by $1.50. As of Monday, the Illinois State Board of Elections had reported 590,333 early votes had already been cast, including 362,604 mail-in ballots, 224,595 early in-person ballots and 3,134 grace period ballots. Less frequently, a model may receive new engine options, an overhauled suspension, or entirely new sheet metal to change its appearance. 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