Task: Question Answering
Input (English): ENDORSEMENT AGREEMENT

    THIS ENDORSEMENT AGREEMENT is made and entered into effective this day of ___________________, 19__,  by and between SPORT-HALEY, INC.,  a Colorado corporation (the Company), and _________________ (hereinafter referred to as the Professional).

    WHEREAS, the Professional is an active, exempt and full-time touring professional on the Professional Golfer's Association Tour (the PGA Tour); and/or (the Senior PGA Tour) and

    WHEREAS, the company is in the business of designing and marketing quality men's and women's golf and active sportswear under the Haley label and desires to obtain the services of the Professional in endorsing, promoting and publicizing the Company and Haley apparel;

    NOW, THEREFORE, in consideration of the agreements of the parties set forth below, and in consideration of the Company's agreement to make the payments below described to the Professional the parties hereto agree as follows:

    1.   SERVICES OF THE PROFESSIONAL.  The Professional agrees to perform the          following services during the term of this Agreement:

              a.  The Professional agrees that, with respect to men's apparel,          he will exclusively endorse and use exclusively in play, practice,           exhibits, clinics and other events open to the media or public, Haley           brand apparel which shall consist of shirts, vests, jackets, sweaters,          pants and shorts (if permitted by applicable rules).

              b.  The Professional grants to the Company the exclusive worldwide          right and license to use his name, autograph, likeness, photographs,          electronic media depiction, signature and any other words, symbols or          depiction's which would identify the Professional to the public in           connection with the advertising, promotion, publicizing, sale and           distribution of Haley apparel by the Company.

              c.  Upon reasonable written request of the Company which shall be          tendered at least 30 days prior the date requested, the Professional           shall make himself available for the purpose of posing for print ads,          making commercials and other promotional materials, or attending           promotional events organized by the Company once per calendar year.  In          the event of such requests by the Company, the company shall be           responsible for the payment of all reasonable travel, lodging and           meal expenses incurred in connection with the Professional rendering          services described in this subsection. Should the services of the          Professional be required for longer than one day, the Professional           shall be entitled to his daily appearance fee, plus reasonable           expenses, for each day in excess of one day.

              d.  The Professional shall have the opportunity to select from           the Company's semi-annual golf sportswear collections for the purposes          of obtaining a wardrobe of Haley apparel suitable to the Professional           at the Company's expense. The Company shall have the right to place on          the left chest and right sleeve of any jackets, shirts, vests, or           sweaters and above the back pocket of any pants selected by the           Professional the Company's logo and name in use by the Company at that          time.

   2.    RIGHTS OF USAGE.  As described in Section 1(b) above, the Professional          has granted the company an exclusive worldwide right and license          to use his name, autograph, likeness, photographs, electronic media          depiction, signature and any other words, symbols or depiction's          (hereinafter the Professional's Image) which will identify the          Professional to the public in connection with the advertising,           promotion, publicizing, sale and distribution of Haley apparel.  The          Company shall have unlimited rights of utilization of the           Professional's Image in all advertising, promotion, publicity and           other forms of communication with any part during the term of this           Agreement, it being the intent of the Professional that the Company's          utilization of the Professional's Image shall be at the discretion of          the Company.  The right of usage described herein shall be subject to          the requirement that the Company shall not place the Professional's           Image in an unfavorable light.  The Professional or the Professional's          designated agent shall have the right to review any advertising,            promotion or publicity materials utilized by the company which            contain the Professional's Image on reasonable written or oral           request to the Company during the term of this Agreement.

    3.   COMPENSATION OF THE PROFESSIONAL.  In consideration of the rights          granted to the Company and the services to be provided by the           Professional, the Professional shall receive the following           compensation:

    4.   PAYMENTS. All payments to be made to the Professional pursuant to the          terms of this Agreement shall be made to the Professional and           delivered to ________________________________________________________           _____________________________________________________________________





         _____________________________________________________________________

         or at such other address as shall be designated in writing by          Professional.

    5.   RETENTION OF ENDORSEMENT RIGHTS. Except with respect to endorsement          rights granted to the Company for the apparel described herein, the          Professional shall retain all rights in and to the professional's name          and endorsement and the Professional shall not be prevented from           using, permitting or licensing others to  use the Professional name or          endorsement in connection with the advertising, promotion or sale of           any product other than golf apparel as described in Section 1 hereof.           The Professional represents and warrants that no agreement, contract           or understanding exists which would prevent or limit the performance           of any of his obligations under this Agreement.

    6.   TERM. The term of this Agreement shall extend from the date of          execution hereof through and until _______, unless extended by written          agreement of the parties. The parties shall use their best efforts to          reach agreement on the terms of any such extension. In the event the           Professional should for any reason become a non-exempt PGA Tour player,          the Company shall have the right to terminate this Agreement at its          discretion at any time during the initial term or any extension           thereof.  Additionally, if either part shall fail to observe or           perform any of the agreements or obligations undertaken by such party          hereunder, and such failure or default shall continue for a period of          30 days following notice from the non-defaulting party to the           defaulting party during which such failure or default shall not have           been cured by the defaulting party, then the non-defaulting party           shall have the right to terminate this Agreement following the           expiration of such 30-day notice period. The non-defaulting part          hereunder. Following the expiration of 90 days from the termination or          expiration of this Agreement, the Company shall cease usage of all           publicity, promotion and advertising materials which contain the          Professional's Image, it being the understanding of the parties that          during such 90-day period the Company shall have the right to use           such remaining publicity, promotion or advertising materials as shall          then be available to the Company.

    7.   NOTICE. All notices and communications required or permitted to be          given hereunder shall be in writing, signed by the sender, and           delivered by registered or certified mail to:

    If to the Company:       Robert G. Tomlinson, Chairman and CEO                              Sport-Haley, Inc.                              4600 East 48th Avenue                              Denver, CO 80216

    With a copy to:          Robert W. Walter, Esq.                              Berliner Zisser Walter & Gallegos, P. C.                              Suite 4700                              1700 Lincoln Street                              Denver, CO 80203

    If to the Professional:

    With a copy to:

    or such other address as shall have been furnished in writing by the     parties to each other.

    8.   ENTIRE AND SOLE AGREEMENT. This Agreement constitutes the entire          agreement between the parties and supersedes all statements, promises          and understandings, whether oral or written, with respect to subject          matter hereof.

    9.   SUCCESSORS AND ASSIGNS. This Agreement may not be assigned by the           Professional under any circumstances. The Company shall not be           entitled to assign this Agreement to any other party without the           Professional's express prior written consent, except any assignment           by the Company as a result of a stock exchange, merger, consolidation,          or sale of substantially all of the assets of the Company, in which           case not such consent shall be required.

    10.  SEVERABILITY. Should any one or more of the provisions of this           Agreement be determined to be illegal or unenforceable, all other          provisions of this Agreement shall be given effect separately from the          provision or provisions determined to be illegal or unenforceable.

    11.  GOVERNING LAW. This Agreement shall be construed and enforced in            accordance with, and governed by the laws of the State of Colorado           without regard to conflicts of laws principles.

    12.  COUNTERPARTS. This Agreement may be executed simultaneously in two or          more counterparts, each of which shall be an original, but all of which          together shall constitute one and the same Agreement. Facsimile           signatures shall be accepted by the parties hereto as original           signatures for all purposes.

    13.  HEADINGS. The headings in this Agreement are for purposes of           convenience and easy reference only and shall not limit or otherwise





         affect the meaning hereof.

    14.  DISPUTES. In the event of any dispute which arises between the parties          and which relates to the subject matter of this Agreement, the parties          acknowledge and agree that any such dispute shall be submitted for           binding arbitration in accordance with the arbitration procedures           established by the American arbitration Association in Denver,           Colorado.  If such association is not then in existence, an           independent association of arbitrators may be utilized  which is           designated by agreement of the parties. In the event the parties are           unable to agree on an independent association of arbitrators, either           party may apply to a court of competent jurisdiction for appointment          of arbitrators.

IN WITNESS WHEREOF, the Company and the Professional have executed this  Endorsement Agreement as of the day and year first above written.

                                       PROFESSIONAL:

                                       ----------------------------------------

                                       COMPANY:

                                       SPORT-HALEY, INC.

                                       By:                                           ------------------------------------- 
Question: Highlight the parts (if any) of this contract related to Post-Termination Services that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?
Output (English): 7499