FOOTBALL CONTRACT (merch k)

THIS IS A CONTRACT made and entered into by and between NIKE USA, Inc. ("NIKE") and ____________________________________("ATHLETE") with regard to the use by NIKE of ATHLETE's personal services and expertise in the sport of professional football, and his endorsement of the NIKE brand and use of NIKE products. In consideration of the mutual promises, terms and conditions set forth on this "Contract Terms Sheet" and in the attached NIKE Standard Terms and Conditions (the "Standard Terms") the parties agree as follows:

A. CONTRACT PERIOD: The Contract term shall be July 1, 2001 to June 30, - (the "Contract Period").

B. GRANT OF ENDORSEMENT RIGHTS: Subject to the Standard Terms, ATHLETE grants to NIKE during the Contract Period and throughout the world: (1) the exclusive right and license to the unlimited use in any media (now known or hereafter created, including the internet) of the "ATHLETE Endorsement" (as defined in the Standard Terms) in connection with the production, advertisement, marketing, promotion or sale of "Products" (as defined in the Standard Terms), and/or NIKE brands, (including in programming); and (2) the non-exclusive right and license to such use of the ATHLETE Endorsement in connection with the production, advertisement, marketing or sale of promotional and retail posters and calendars. During the Contract Period, except as otherwise permitted under this Contract, ATHLETE shall not enter into or maintain any endorsement, promotional, consulting or similar agreement: (i) with any person or entity that licenses, manufactures, brands or sells Products (whether through retail locations, exclusively online, by direct mail, television shopping networks or otherwise) other than NIKE, or (ii) that would prohibit or otherwise restrict NIKE's use on the internet of the ATHLETE Endorsement (or subject such use to a third party's approval) consistent with the rights granted under this Contract.

C. USE OF NIKE PRODUCT & PERSONAL SERVICES: ATHLETE shall wear and/or use exclusively "NIKE Products" (as defined in the Standard Terms) in accordance with Paragraph 2 of the Standard Terms, serve as a spokesperson for NIKE, and render consulting and other personal services in accordance with Paragraphs 3, 4 and 5 of the Standard Terms.

D. ANNUAL SPECIFIED APPEARANCES: Each "Contract Year" (as defined in the Standard Terms), ATHLETE shall make one (1) personal appearance (which may either be a "Personal Appearance" or an "On-line Appearance," as each is defined in the Standard Terms) in accordance with Paragraph 5 of the Standard Terms.

E. ROYALTIES: If NIKE manufactures and sells NIKE Products bearing the ATHLETE Endorsement ("Royalty Bearing Product"), ATHLETE shall receive a royalty of two percent (2%) of "Net Sales" (as defined in the Standard Terms) to be payable semi-annually within sixty (60) days of the accounting periods ending on December 31 and June 30 of each Contract Year. Notwithstanding the foregoing, ATHLETE acknowledges that if NIKE produces and sells any Royalty Bearing Products that are subject to any "Group License" (as defined in the Standard Terms), then NIKE shall pay royalty fees to the appropriate licensor, for the benefit of ATHLETE, at such rates) or in such amounts) as may be required by the terms of such Group License(s), and ATHLETE shall rely solely upon the relevant licensor for the payment to him of any royalty fees due (and shall not be entitled to any royalties under this Contract) on NIKE's sale of such NIKE Products.

F. PERFORMANCE BONUSES: NIKE shall pay ATHLETE performance bonuses, if any, as set forth on the attached Schedule A.

G. NIKE MERCHANDISE FOR ATHLETE'S USE: During the Contract Period, NIKE shall supply to ATHLETE, at no expense, such quantities of NIKE Products as he may reasonably request for his personal use in order to fulfill his obligations under this Contract.  

H. ANNUAL MERCHANDISE CREDIT: For personal and family use, ATHLETE shall be entitled to order annually, in accordance with Paragraph 6 of the Standard Terms, up to the dollar amount (retail value) of merchandise set opposite the indicated Contract Year:

                        2nd Contract Year: ___________________

                        3rd Contract Year: ___________________

IN WITNESS WHEREOF, the parties have executed this Contract as of the date indicated below.

ATHLETE (signature):_____________________________________________________________

Soc. Sec. No.:_____________________________________________________
Address:__________________________________________________
Phone. No.:_______________________________________________________
Current Team:____________________________________________________
Shoe Size:________________                Chest Size:_____________________
Glove Size:________________                Waist Size:_____________________

NIKE USA, INC.
One Bowerman Drive
Beaverton, OR 97005

By:_____________________________________________________________
                        Bill Kellar, Category Director/Football

Date:______________________________________________________________________

ATHLETE'S INITIALS:______

NIKE STANDARD TERMS & CONDITIONS

1. ADDITIONAL DEFINITIONS. The terms set forth below in this Paragraph shall be defined for all purposes under this Contract as follows:

(a) "NIKE Group" shall mean NIKE USA, Inc., Nike Team Sports, Inc., NIKE Retail Services, Inc. (d/b/a NikeTown), their parent NIKE, Inc., their licensees, distributors, subsidiaries, affiliates and any successor companies thereto.

(b) "ATHLETE Endorsement" shall mean ATHLETE'S name, nickname, initials, uniform number(s), autograph, facsimile signature, voice, video or film portrayals, photograph, likeness and image or facsimile image, and any other means of endorsement by ATHLETE, and statistical, biographical; or other information or data related to ATHLETE.

(c) "Products" shall mean all athletic and athletically-inspired or derived footwear and apparel (including of an athleisure nature), headwear, head and wristbands, lineman's and receiver's gloves, bags, sunglasses, protective eyewear and eyewear with performance attributes.

(d) "NIKE Products" shall mean all "Products" in connection with which, or upon which, the NIKE name, the Swoosh Design, the NIKE AIR Design, the Basketball Player Silhouette ("Jumpman") Design or any other trademarks or brands (e.g., Sports Specialties, Brand Jordan, SPL.28) now or hereafter owned and/or controlled by NIKE appear (collectively, the "NIKE Marks"), singly or in any combination.

(e) "Contract Yeah" shall mean a 12-month period from July 1 until June 30.

(f) "Personal Appearance" shall mean an appearance by ATHLETE made at the request, and on behalf, of NIKE and involving in-person contact with the public, the trade, media or invited guests including, but not limited to, in-store appearances, participation in or at athletic camps or clinics, exhibition games and skill competitions, celebrity events, trade shows, NIKE employee gatherings, sales or account meetings.

(g) "On-line Appearance" shall mean a NIKE requested appearance under Paragraph 5 made by ATHLETE (and lasting no longer than 1 hour, exclusive of travel time, unless otherwise agreed in advance) for the purpose of participating in real-time or digitally recorded featured interviews, extended question & answer sessions (e.g., chat sessions), generating e-mail, bulletin board posting or other extended interactive communication intended for digital or internet transmission.

(h) "Legitimate Excuse" shall mean a bona fide pre-existing professional or family commitment, or a bona fide pre-existing important personal commitment, which would conflict directly with an appearance requested under this Contract, and the particulars of which ATHLETE must fully disclose to NIKE if and when ATHLETE declines to make the NIKE appearance.

(i) "Active Roster" shall mean the 47-man roster of any National Football League ("NFL") team.

(j) "NFL Season" shall mean all exhibition games, "Regular Season" (as defined below) games, play-off games and the Pro Bowl.

(k) "Regular Season" shall mean the 16-game schedule (which excludes exhibition and play-off games) played by each NFL team.

(m) "Net Sales" shall mean the gross wholesale revenue received by NIKE from the sale of Royalty Bearing Products, less cash, trade, sales and other program discounts, adjusted for legitimate merchandise returns which are credited to NIKE's customers; provided, however, that "Net Sales" shall not include sales of any such Royalty Bearing Products sold outside the United States under license by an independent licensee of NIKE. "Net Sales" shall be computed by NIKE's accounting system, guidance for which is established by generally accepted accounting principles.

2. USE OF NIKE PRODUCTS. ATHLETE shall wear and/or use exclusively NIKE Products while participating in all athletic or athletic-related activities, including all NFL training sessions, practices, games and skills competitions, camps, posing for football photographs, clinics, and in autograph sessions and promotional appearances on behalf of NIKE. ATHLETE shall also use best efforts, whenever possible, to wear and/or use NIKE Products when promoting products of other, non-competing manufacturers. In addition, ATHLETE shall wear NIKE Products on which the NIKE Swoosh logo color contrasts with the remainder of the shoe. NIKE shall not be liable to ATHLETE for any injury or damage suffered by ATHLETE as a result of wearing and/or using NIKE Products, except any such injury or damage resulting from the adjudicated negligence of NIKE. ATHLETE specifically waives, only as against NIKE, all express warranties and implied warranties of merchantability or fitness for a particular purpose.

(i) Notwithstanding anything in this Paragraph 2 (or elsewhere in this Contract) to the contrary, in compliance with NFL on-field requirements ATHLETE shall be permitted to wear during NFL games, practices and other official or sanctioned NFL/team activities jerseys and football pants, practicewear and sideline outerwear (but in no event footwear, headwear or gloves) licensed, manufactured, branded or sold by a person or entity other than NIKE.

(ii) ATHLETE (1) acknowledges that "polishing-out', "spatting" or otherwise taping, so as to cover or obscure any portion of any NIKE trademarks on any NIKE Product worn or used by ATHLETE is inconsistent with the purpose of this Contract and is a material breach of this Contract, and (2) shall not alter or permit the alteration of any NIKE Product worn or used by him to resemble a non-NIKE Product.

3. CONSULTATION. Throughout the Contract Period, ATHLETE shall make himself available to render, and shall upon NIKE's request render, independent consulting and other personal services for the purposes of assisting NIKE in the design, development, advertisement, marketing or sale of NIKE Products and the promotion of football and NIKE brands. ATHLETE shall also, as requested, report to NIKE, either orally or in writing if so requested, on the NIKE Products supplied to him through NIKE's product development testing program. Such written or oral reports shall address the fit, wear characteristics, materials and construction techniques of such NIKE Products ATHLETE wears or uses.

4. PRODUCTION COOPERATION. Throughout the Contract Period, ATHLETE shall, upon NIKE's request with reasonable prior notice and subject to ATHLETE's NFL commitments, make himself reasonably available in connection with the creation and/or production of advertisement, marketing or promotional materials, content or commercials (e.g., attending photo shoots for print advertisements, posters, brochures or other promotional materials, making himself available briefly by phone or computer to provide content, attending videotaping, audio recording and/or filming sessions related to commercials or other advertising or promotional efforts). ATHLETE acknowledges that, except as provided below, he shall receive no additional compensation for such services (or appearances under Paragraph 5 below). NIKE agrees to pay all reasonable and necessary out-of-pocket expenses incurred by ATHLETE in connection with any such services or appearance.

6. MERCHANDISE ORDERS. In accordance with Sections G and H of the Contract Terms Sheet, ATHLETE shall be entitled to order NIKE Product through the "NIKE by Mail" program and subject to procedures established by NIKE for such purpose. If in any Contract Year ATHLETE does not exhaust his annual merchandise credit for such year, such unordered portion shall be deemed to have been forfeited. Overlimit orders, if any, may be charged against ATHLETE's cash or other compensation.

8. OWNERSHIP OF NIKE MARKS & CREATIVES. ATHLETE acknowledges that NIKE exclusively owns all right, title and interest in and to the NIKE Marks and that NIKE shall exclusively own all right, title and interest in and to any logos, designs, trademarks, service marks, characters, personas, copyrights, patents, trade secrets or other forms of intellectual property created by NIKE (and/or its agents) or ATHLETE in connection with this Contract. ATHLETE shall completely cooperate with NIKE in NIKE's efforts to obtain and maintain protection for such right, title and interest, including by promptly executing any documents as may be required by NIKE in connection therewith.

(a) At NIKE's request, ATHLETE shall negotiate with NIKE in good faith with respect to the terms of a renewal of this Contract. The parties shall not be obligated to enter into an agreement if they cannot settle on mutually satisfactory terms. ATHLETE shall not (nor shall ATHLETE permit ATHLETE's agents, attorneys, accountants, representatives or employees to) engage in discussions or negotiations with any third party regarding ATHLETE's wearing, sponsoring, promoting, advertising or endorsing, or providing consulting or similar services with respect to, any Products after the Contract Period ("Endorsements/Services") until sixty (60) days prior to the expiration of this Contract (the "Exclusive Negotiating End Date").

(b) During the Contract Period and for a period of one hundred eighty (180) days thereafter, NIKE shall have the right of first refusal for Endorsements/Services, as follows. If ATHLETE receives any bona fide third party offer at any time on or after the Exclusive Negotiating End Date with respect to any Endorsements/Services, ATHLETE shall submit to NIKE in writing the specific terms of such bona fide third party offer. NIKE shall have ten (10) business days from the date of its receipt of such third party offer to notify ATHLETE in writing if it will enter into a new contract with ATHLETE on terms no less favorable to ATHLETE than the material, measurable and matchable terms of such third party offer. If NIKE so notifies ATHLETE within such 10-day period, ATHLETE shall enter into a contract with NIKE on the terms of NIKE's offer. If NIKE fails or declines to match or better the material, measurable and matchable terms of such third party offer within such 10-day period, ATHLETE may thereafter consummate an agreement with such third party on the terms of the offer made to ATHLETE. Prior to the Exclusive Negotiating End Date, ATHLETE shall not solicit, consider or present to NIKE, and NIKE shall not be obligated to respond to, any third party offer for any Endorsements/Services.

(a) ATHLETE acknowledges that (i) the principal inducement for NIKE's entrance into this Contract is the television and other media exposure that the NIKE brand receives through the prominent visibility of the NIKE logos that appear on the side (and other locations) of the football shoes ATHLETE wears in football games, (ii) such continued brand exposure is of the essence of this Contract, and (iii) the "spatting" or taping of his football shoes in any manner is inconsistent with the purpose of this Contract and the expected benefits to be derived from it by NIKE and is a material breach of this Contract. Accordingly, if ATHLETE for any reason shall spat or tape his football shoes, in lieu of NIKE's exercise of its termination rights under Paragraph 11 below, NIKE shall have the right (in its sole discretion) to reduce the amount of ATHLETE'S annual Merchandise Credit as set forth in Section H of the Contract Terms Sheet (for the Contract Year in which such breach occurs) in accordance with the reduction scale set forth below.
                                             REDUCTION AMOUNT  

1st Occurrence         10% of total annual Merchandise Credit
2nd Occurrence        15% of total annual Merchandise Credit
3rd Occurrence         25% of total annual Merchandise Credit

Successive reductions shall be cumulative (i.e., 3 occurrences would result in ATHLETE's annual Merchandise Credit being reduced by a total of 50%). In the event of an occurrence that takes place after ATHLETE has already exhausted his Merchandise Credit for the then-current Contract Year, any appropriate reduction shall be applied against Merchandise Credits) and/or Merchandise Bonuses) that ATHLETE is entitled to for any subsequent Contract Year under this Contract.

(b) In the event NIKE exercises any right of reduction, NIKE shall have the right to set-off any amounts owed by ATHLETE to NIKE, hereunder or otherwise, against any merchandise amounts owed by NIKE to ATHLETE.

(a) ATHLETE shall have the right to terminate this Contract immediately upon written notice to NIKE if: (i) NIKE is adjudicated as insolvent or declares bankruptcy; (ii) NIKE fails to make payment to ATHLETE of any sums due under this Contract which default is not cured within thirty (30) days following NIKE's receipt of written notice from ATHLETE of such default; or (iii) NIKE breaches any other material term of this Contract and fails to cure such breach within thirty (30) days following NIKE's receipt of written notice from ATHLETE of such breach.

(b) NIKE shall have the right to terminate this Contract immediately upon written notice to ATHLETE if: (i) NIKE shall lose the NFL rights for on-field exposure of its footwear or gloves with camera-visible NIKE Trademarks; (ii) the commercial value of the ATHLETE Endorsement is substantially impaired by ATHLETE's commission of any act which shocks or offends the community (including indictment for any crime, failing an NFL administered and/or sanctioned drug test or admission to a substance abuse treatment program) or which manifests contempt or disregard for diversity, public morals or decency; (iii) ATHLETE takes any action inconsistent with his recommendation and endorsement of Products (except as to the use of competitive Product as permitted under Paragraph 2(i) above) and/or disparages the NIKE brand, or discourages use of Products in any manner whatsoever; (iv) enters into an apparel agreement with a manufacturer of athletic footwear other than NIKE, (v) ATHLETE shall "spat" or tape his NIKE Products in any manner or remove the NIKE trademarks on such NIKE Products; (vi) ATHLETE retires from the NFL, voluntarily declines to play (other than as a result of injury) during the NFL Season, or ceases (for any reason) to be an NFL player; (vii) ATHLETE is waived, traded, suspended or for any other reason ceases to be on the Active Roster of the NFL team for which he played as of the commencement date of this Contract; (viii) ATHLETE breaches any warranty; or (ix) ATHLETE shall miss an appearance without a Legitimate Excuse, or breaches any other material term of this Contract and fails to cure such breach within thirty (30) days following receipt of written notice from NIKE of such breach.

12. RIGHT TO USE OF ENDORSEMENT UPON EXPIRATION/TERMINATION. Upon expiration or termination of this Contract for any reason, NIKE shall have the right to exhaust all advertising and promotional materials, and sell through any merchandise, bearing and/or including the ATHLETE Endorsement which were produced or ordered prior to the effective date of expiration or termination. Notwithstanding the foregoing, NIKE shall have the right to use in perpetuity and without restriction, videotape, film or photographs of ATHLETE for historical, educational or commemorative purposes.

13. REPRESENTATIONS, WARRANTIES, ETC. ATHLETE represents, warrants and covenants that: (a) he is not (and shall not during the Contract Period be) party to any oral or written agreement, contract or understanding which would prevent, limit or hinder the performance of any of his obligations under this Contract; (b) no third party has or shall have any right of approval over NIKE's use of the ATHLETE Endorsement; and (c) during the Contract Period, he shall not (i) sponsor or endorse Products or dress footwear (casual or formal) licensed, manufactured, branded or sold by any person or entity other than NIKE, (ii) wear and/or use Products licensed, manufactured, branded or sold by any person or entity other than NIKE (except as permitted under Paragraph 2(i) above), (iii) enter into any endorsement, promotional, consulting or similar agreement to commence either during or after the Contract Period, with any person or entity that licenses, manufactures, brands or sells Products or dress footwear (casual or formal) other than NIKE, (iv) permit a direct link, or any other means of direct connection, between any ATHLETE maintained or licensed website to any website, other than a NIKE website, on which Product (or dress footwear, casual or formal) is sold or that is associated with any person or entity that licenses, manufactures, brands or sells Products (or dress footwear, casual or formal); or (v) take any action inconsistent with the endorsement of NIKE Products or with his obligations under this Contract.

14. EQUITABLE REMEDIES. In the event ATHLETE breaches any material term of this Contract, in addition to any and all other remedies available at law or in equity, NIKE shall be entitled to injunctive relief from further violation of this Contract, during any litigation as well as on final determination thereof, without prejudice to any other right of NIKE.

15. NOTICES. Any notice of breach or default shall be in writing and deemed given if sent postage prepaid via registered or certified mail, by verifiable facsimile transmission or hand delivery, or by express courier service with confirmed delivery, to the breaching party at the addresses set forth above (unless written notice of a change of address has been provided) and shall be deemed to have been given at the time it is sent properly addressed and posted. Notices to NIKE shall be sent to the Legal Department, Attention: Contracts Administrator.

16. ATHLETE/NIKE RELATIONSHIP. Nothing contained in this Contract shall be construed as
establishing an employer/employee, partnership or joint venture relationship between the parties.  ATHLETE shall be solely responsible for the payment of all taxes on any consideration received under this Contract.

17. ASSIGNMENT/DELEGATION. This Contract and any rights or obligations of ATHLETE hereunder are personal to ATHLETE and shall not be assigned or delegated without the prior written consent of NIKE. This Contract and any rights or obligations of NIKE hereunder are personal to NIKE and shall
not be assigned or delegated to any entity outside of the NIKE Group without ATHLETE'S prior approval.

19. SEVERABILITY. Every provision of this Contract is severable.

20. GOVERNING LAW & JURISDICTION. This Contract shall be governed by and construed in accordance with the laws of the State of Oregon and any suit or action arising hereunder shall be filed in a court of competent jurisdiction within the State of Oregon. The parties hereby consent to personal jurisdiction within the State of Oregon and to service of process by registered or certified mail addressed to the respective party as set forth above.

21. CONFIDENTIALITY. ATHLETE shall not (nor shall ATHLETE permit or cause ATHLETE'S agents, attorneys, accountants, representatives or employees to) disclose the financial or other material terms of this Contract, the marketing plans of NIKE, or material or information disclosed to ATHLETE (or by
ATHLETE to NIKE) pursuant to Paragraph 3 above, to any third party, with the exception only of ATHLETE's agents, attorneys, accountants, representatives or employees, except as may be required by law. This Paragraph shall survive the termination or expiration of this Contract.

22. ENTIRE CONTRACT. This Contract shall constitute the entire understanding between ATHLETE and NIKE and may not be altered or modified except by a written agreement, signed by both parties. Any previous agreements between the parties with respect to the Contract Period shall have no further force or effect.

# # # # # #

ATHLETE'S INITIALS:______________

SCHEDULE A

If during the Contract Period ATHLETE attains any of the performance achievements listed below, NIKE shall pay him the Performance Bonus (payable in merchandise having the corresponding retail value) set opposite such achievement within thirty (30) days of the release of the official NFL statistics for the applicable NFL Season.

(a) Playoff Appearances:
        (1) Wild-Card Game $ 250
        (2) Divisional Championship $ 500
        (3) Conference Championship $ 750
        (4) Super Bowl $ 1,000


ATHLETE'S INITIALS:______________