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CONSULTING AGREEMENT




     This Consulting Agreement (the “Agreement”) is made and entered into this 5th day of April,
2006, by and between THOMAS HARDY (hereinafter referred to as “Hardy”) and GOLFSMITH INTERNATIONAL,
INC., a Delaware corporation (hereinafter referred to as “Golfsmith”).



RECITALS




     WHEREAS, Golfsmith and Hardy desire to enter into this Consulting Agreement (the “Consulting
Agreement”) whereby Hardy will provide services to Golfsmith as an independent contractor.



     NOW, THEREFORE, in consideration of the promises, covenants and conditions contained herein,
the parties agree as follows:



     1. Confidential Information. The term “Confidential Information” shall mean Golfsmith
products, processes and programs and any and all knowledge and information regarding Golfsmith
products, processes and programs which Hardy acquires in any way while on Golfsmith’s premises,
from Golfsmith or from any Golfsmith employee, agent or representative. Confidential information
shall include, but shall not be limited to, all such information concerning the business or affairs
of Golfsmith or its affiliates or clients, all client lists, financial information, business or
trade secrets, discussion guides, techniques, reports, research, all written and oral
communications regarding Golfsmith products, processes and programs and marketing, financial, and
costing information related thereto, whether in the form of lists, memoranda, letters, transcripts,
sound or video recordings, computer software, printed materials, or other information storage or
recording media.



     2. Relationship. As used in this Agreement, the term Hardy means an independent
contractor. The parties intend by this Agreement to effect a relationship of principal and
independent contractor. The parties do not intend to create any other relationship between the
parties hereto. Hardy is not an agent or partner of Golfsmith, nor is the relationship between
Golfsmith and Hardy to be considered a joint venture or any other legal relationship than that
specified above.



     3. Consultation Services. Golfsmith hereby employs Hardy to perform the following
services in accordance with the terms and conditions set forth in this Agreement. Hardy will
provide general consulting services to management at such times and places as Golfsmith may
reasonably request.



          Hardy agrees to perform all services, hereunder, using reasonable skill and judgment in
accordance with sound business and professional standards. Hardy agrees to keep Golfsmith and
Golfsmith thoroughly informed of his progress through periodic reports, and to maintain accurate
records relating to his services in connection with this project.




 









 








     4. Additional or Special Services. Additional or special services, which are outside
the scope of basic services as above described, as jointly agreed between Golfsmith and Hardy in
writing, shall be performed by Hardy upon authorization from Golfsmith and paid for as hereinafter
provided.



     5. Responsibilities of Golfsmith. Golfsmith shall provide and make available to
Hardy, for his use, all information within its knowledge and possession relative to the services to
be furnished hereunder. Data so furnished to Hardy shall be confidential information under this
Agreement, and remain the property of Golfsmith. Hardy will be return such information upon
completion of his services.



     6. Payment to Hardy. Golfsmith agrees to compensate Hardy in accordance with the
following schedule, and the Terms and Conditions of this Agreement:



          Golfsmith shall pay Hardy the sum of TWENTY FIVE THOUSAND DOLLARS ($25,000.00), within thirty
(30) days of completion of consultation services described in paragraph 3 above.




     7. Waiver, Release and Indemnification. Hardy further agrees to forever waive and
claims and release Golfsmith from any liability for services provided by Hardy to Golfsmith.



     8. Obligation of Confidence. The parties hereto acknowledge that in furtherance of
the purposes of this Agreement, Hardy may have access to certain knowledge and information which is
used and/or developed by Golfsmith in connection with its business, which is considered by
Golfsmith to be proprietary, and which has been developed and/or acquired by Golfsmith through
considerable investment of time, money and/or effort.




     a. Hardy acknowledges that the Confidential Information made available to Hardy under
this Agreement is owned and shall continue to be owned solely by Golfsmith. Hardy agrees
not to divulge any such Confidential Information to any individual or entity without
Golfsmith’s express written consent.




     b. Under no circumstances shall Hardy remove from Golfsmith’s place of business any of
Golfsmith’s books, records, documents, audio/visual cassettes, or any copies of such
documents, without the express written permission of Golfsmith; nor shall Hardy make any
copies of such books, records, audio/visual cassettes, or documents for use outside of
Golfsmith’s place of business except as specifically authorized in writing by Golfsmith.




     c. Hardy will use the confidential information supplied hereunder only for the
purposes set forth in this Agreement and shall make no other use of such confidential
information without the prior written consent of Golfsmith.




     d. Prior to disclosing any confidential information received hereunder to its
employees, representatives or agents, Hardy will commit to secrecy any such persons to whom
the information is disclosed.



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     e. Hardy shall have no obligation of confidence with respect to information which
becomes public knowledge through no fault of Hardy, or information which, at the time of its
disclosure to Hardy hereunder, was then known to, or in the possession of Hardy, as
evidenced by written documents which existed before Hardy acquired such information
hereunder, or information which, after its disclosure hereunder, is disclosed to Hardy by a
third party who obtained such information without any obligation of confidence.



     9. Term and Termination. This Agreement shall commence on the date of this Agreement
and shall terminate on December 31, 2006, unless terminated at an earlier date as herein provided.




     a. Within two (2) weeks following termination of this Agreement for any reason, Hardy
shall furnish Golfsmith with written notice specifying that through reasonable care and to
the best of Hardy’s knowledge, all Confidential Information has been returned to Golfsmith,
including all originals and all copies of any documentation containing any portion of
Golfsmith’s Confidential Information.




     b. The termination of this Agreement shall not affect any of the rights or obligations
of either party arising prior to or at the time of the termination of this Agreement, or
which may arise by any event causing the termination.



     10. Indemnification. Hardy agrees to indemnify and hold Golfsmith harmless from all
claims, suits, actions, costs, counsel fees, expenses, damages, judgments or decrees by reason of
any negligence or misrepresentation on the part of Hardy or any employee or agent of Hardy.



     11. Miscellaneous Provisions. Hardy represents and agrees that he fully understands
his right to discuss all aspects of this Agreement with his private attorney; that he has availed
himself of that right to the extent he desires to do so, if at all; that he has carefully read and
fully understands all of the provisions of this Agreement; and that he is entering into this
Agreement voluntarily.



     Hardy represents and agrees that in executing this Agreement he does not rely and has not
relied upon any representation or statement, oral, or written, not set forth herein made by
Golfsmith or any of Golfsmith’s agents or representatives, with regard to the subject matter, basis
or effect of this Agreement or otherwise.



     The invalidity or unenforceability of any term or provision of this Agreement shall not affect
the validity or enforceability of any other term or provision of this Agreement, which shall remain
in full force and effect.



     This Agreement shall be construed and interpreted in accordance with the laws of the State of
Texas and that jurisdiction and venue is proper in the Austin, Texas.



     All covenants and agreements contained herein shall inure to the benefit of the parties hereto
and their respective successors and assigns. This Agreement may not be assigned by either party
hereto without the prior written consent of the non-assigning party.



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     No modification, amendment or waiver of this Agreement shall be effective unless approved in
writing by both parties hereto.



     In the event of any action at law or equity between the parties hereto arising out of this
Agreement, the unsuccessful party covenants and agrees to pay to the successful party all costs and
expenses thereof, including reasonable attorney’s fees and court costs (and regardless of whether
suit is commenced).



     This Agreement constitutes the entire agreement between the parties hereto, and fully
supersede any and all prior agreements or understandings, oral or written, between the parties
hereto pertaining to the subject matter hereof.



     EXECUTED and made effective the date above written.



	 	 	 
	 

	 	Golfsmith International, Inc.
	 
	 	 
	 

	 	          /s/ Noel Wilens
	 

	 	 
	 

	 	Noel Wilens
	 
	 	 
	 

	 	          /s/ Thomas Hardy
	 

	 	 
	 

	 	Thomas Hardy







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