Agreement Definitions & Terms

This agreement is made effective on April 22, 2019 by and between IPD Graphics, Inc. (“SPONSOR”), a California corporation, and Whelan Offraodvets@gmail.com an individual (“RIDER”).

WHEREAS, Sponsor is in the business of marketing and selling graphic products and accessories for use in various motor sports (collectively the “Products”) and Sponsor desires to promote Sponsor and the sale of the Products through use and endorsement by top motor sport riders:

WHEREAS, Sponsor, through its IPD Graphics division, holds trade name and property rights in the IPD Graphics trade name and product line;

WHEREAS, Rider is an experienced competitor in various motorsports, and specializes in at least one applicable motor sport that Sponsor promotes, including but not limited to watercraft, motorcycles, karts, and off-road vehicles (collectively “motor sports”) and currently and actively involved in competitive motor sport related competitions;

WHEREAS, Rider has agreed to endorse and promote the IPD Graphics trade name, logos and the Products in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and other good and valuable consideration, the adequacy of which is hereby acknowledged, it is agreed as follows:

TERM

The term of this Agreement shall commence on April 22, 2019 and terminate on December 31, 2019 unless sooner terminated as provided herein.

All contracts must be signed within (30) days of receipt to reserve Rider’s spot on Sponsor’s team.

RIDER’S DUTIES AND OBLIGATIONS

>> Rider shall participate as an amateur/professional competitive motorsports competitor.

>> Rider shall prominently display IPD Graphics decals, stickers, or emblems on all racing equipment and transport vehicles used by Rider during the term of this Agreement. All race vehicles and display vehicles that are represented at events must have complete IPD Branded Graphics installed. All tow vehicles, trailers, and other pit vehicles that display sponsor logos, must also include IPD logos in representation.

>> Rider agrees that Rider shall use, endorse, and promote IPD Graphics and the Products at all competitive events, public appearances (whether scheduled events or otherwise), and other activities, whether sanctioned or non-sanctioned, relating to or in any way connected with motor sports or competitive motor sports racing.

>> Competing graphic company representation or branding is not allowed on any of the Rider’s collateral. For example: race vehicles, tow vehicles, trailers, apparel, tents, displays, banners, website, flyers, social media accounts, etc... Rider shall not appear in any advertisement, magazine, media publication or presentation of any individual, firm, organization, or entity who is a competitor of the Products or which adversely affects the promotion, marketing, and/or sale of the Products and/or the reputation, image or goodwill of Sponsor and/or Sponsor’s trade names and logos. Rider agrees to exercise his best efforts to display and wear the IPD Graphics products provided by Sponsor to this agreement in any advertisement, magazine, media publication, or presentation in which Rider is involved during the term of this Agreement.

>> Rider shall identify Sponsor as one of Rider's title sponsors and exclusive supplier of Rider’s graphics in any and all event entry forms, promotional materials, press releases and public and media communications and actively promote Sponsor in a positive manner at all times during the term of this Agreement; Rider must acknowledge Sponsor as a major sponsor on the podium of all Events.

>> When asked, Rider shall inform all race promoters, media representatives, track announcers and other officials involved in or connected with competition racing events that Sponsor is Rider’s exclusive graphic’s sponsor.

>> Supplied IPD collateral must be on hand for potential inquiring customers at each of the attended events. Collateral will be sent to rider at the time of graphics order.

>> Rider shall be available for photography sessions and related activities to develop promotional materials for use by Sponsor, subject to reasonable time constraints.

>> Upon request by Sponsor, Rider shall cooperate and assist Sponsor in the development of magazine advertisements featuring Rider.

>> Rider shall not cover, remove, or alter any logos, decals and/or graphics placed on the Products or apparel by Sponsor or provided to Rider for placement on the Products.

>> Rider shall not wear or display any competing company logos or advertisements (except as necessary to meet team requirements) without Sponsor’s prior written consent.

>> Unless expressly provided otherwise herein, Rider shall be solely responsible for proper installation, use, operation, maintenance, and/or repair of Rider’s race vehicles and other equipment.

>> Unless expressly provided otherwise herein, Rider shall be solely responsible for all expenses and costs associated with Rider’s racing activities.

Performance of the duties and obligations of Rider is intended to provide primary, substantial and prominent marketing and promotional exposure to Sponsor’s Products and the IPD Graphics trade names and logos, it being understood and acknowledged that such exposure is a material inducement to Sponsor to enter into this Agreement.

SPONSOR’S DUTIES AND OBLIGATIONS

Subject to and conditioned upon Rider’s full and complete performance of Rider’s duties and obligations under the terms of this Agreement, Sponsor shall furnish to Rider IPD Graphics products, apparel, and services in the terms listed in the attached EXHIBIT for use by Rider in motor sports and motor sports racing and as otherwise reasonably necessary for performance of Rider’s duties under this Agreement as follows:

>> IPD Graphics products and apparel for Rider’s exclusive use only (and not for re-sale) which are provided by Sponsor for Rider’s use only and not for re-sale.

RIDER’S REPRESENTATIONS

Rider covenants, warrants and represents to Sponsor that:

>> Rider has not entered into any agreement with any manufacturer, importer, distributor and/or retailer of any products in competition with Sponsor and/or the Products and, further, that Rider will not do so during the term of his Agreement.

TERMINATION

Sponsor shall have the right to terminate this Agreement, in Sponsor’s sole exclusive discretion, by written notice to Rider upon the occurrence of any of the following:

>> In notice of default and Rider shall have fifteen (15) days thereafter to cure said default. the event Rider fails to perform Rider’s duties and obligations under this Agreement in any material way. If Rider’s failure to perform can be cured or corrected without adversely affecting Sponsor’s rights hereunder, Sponsor agrees to give Rider written notice of default and Rider shall have (15) days thereafter to cure said default.

>> In the event there is evidence of substance abuse by Rider and/or any other immoral, unethical or illegal activities of Rider which, in Sponsor’s sole and exclusive discretion, adversely affects the promotion, marketing and/or sale of Sponsor Products and/or the reputation, image or goodwill of Sponsor and/or the IPD Graphics Inc. trade names and logos. Negative feedback, bad attitudes, or poor sportsmanship of any kind is unacceptable and will be grounds for instant termination of sponsorship.

>> In the event Sponsor reasonably determines that the primary, substantial and prominent marketing exposure to be provided to Sponsor and its trade names and logos is not being provided as contemplated by this Agreement due to requirements, restrictions and/or limitations imposed by any third party having control over Rider. If the failure to provide marketing exposure can be cured or corrected without adversely affecting Sponsor’s rights hereunder, Sponsor agrees to give Rider written notice of default and Rider shall have fifteen (15) days thereafter to cure said default.

>> In the event of Rider’s disability or any other circumstance in which Rider voluntarily or involuntarily ceases for any reason to actively participate in competitive motor sports or motor sports racing.

>> In the event of any termination as provided above, Sponsor shall be released and relieved of and from any and all obligations under this Agreement from and after the effective date of termination. Rider shall have the right to terminate this Agreement upon fifteen (15) days prior written notice to Sponsor if Sponsor fails to pay when due any sponsorship or appearance fees properly earned by Rider; provided, however, that Sponsor shall have the right to cure said default by payment of the sums properly owed to Rider within said fifteen (15) day period in which event Rider’s notice of termination shall not be effective.

UNIQUE TALENTS

The parties acknowledge and recognize the unique abilities and talents of Rider and the benefits which will accrue to Sponsor in connection with Rider’s full and complete performance under the terms of this Agreement. Due to the unique nature of the services to be performed by Rider hereunder, Rider shall not assign or in any way delegate Rider’s duties, covenants or obligation as set forth herein. Due to the specific and personal nature of Sponsor’s reliance on Rider’s full performance hereunder, Rider acknowledges that Sponsor would be irreparably harmed upon any breach by Rider and the damages arising from any such breach would be difficult to determine. Accordingly, Sponsor, Rider hereby stipulates and agrees that Sponsor shall be entitled to injunctive relief (without the requirement of posting a bond) upon any breach or threatened breach of this Agreement by Rider; provided, however that such injunctive relief shall not constitute a waiver or limitation on any other rights or remedies to which Sponsor may be entitled at law or in equity.

RELEASE/ASSUMPTION OF RISK/INDEMNIFICATION

Rider acknowledges that there are known and unknown risks attendant to participation in various motor sports and motor sports racing. Rider hereby assumes full responsibility for any risk of bodily injury, death or property damage on account of, arising from or in any way attributable to Rider’s participation in racing, practices, testing events, demonstrations and any other activities of Rider under this Agreement. Rider releases, waives, discharges and covenants not to sue Sponsor and its directors, officers, agents, employees and representatives from and for all liability to Rider, Rider’s personal representatives, assigns, heirs and next of kin for all loss or damage and any claim or damage therefore on account of injury or damage to Rider on account of, arising from or in any way attributable to Rider’s participation in racing, practice, testing events, demonstrations and any other racing activities of Rider. In addition, Rider shall indemnify, defend and hold Sponsor and Sponsor’s officers, directors, employees, agents and representatives harmless of, from and against any and all actions, causes of action, claims, demands, damages, injuries, loss of services, compensation, attorneys’ fees, costs and expenses on account of, arising from or in any way attributable to willful or negligent acts or omissions of Rider in connection with the operation of motor sports equipment, participation in racing or racing-related events and activities (whether in connection with this Agreement or otherwise) and/or breach of this Agreement by Rider. It is agreed that Sponsor shall have no liability for injuries or damages suffered by Rider at any time and/or caused at any time to third parties by Rider. Rider agrees to name Sponsor as an additional insured on any liability insurance coverage, if any, maintained by Rider during this Agreement and to provide to Sponsor a Certificate of Insurance evidencing said coverage. The indemnification obligations of the Rider under this Agreement shall survive termination of this Agreement.

CONFIDENTIALITY

As a condition precedent to Sponsor’s obligations under this Agreement, Rider agrees not to disclose to any person or entity any confidential information or materials of or concerning Sponsor and/or the business of Sponsor without the prior written consent of Sponsor. For purposes of this provision, confidential information and materials shall mean the terms of this Agreement, information pertaining to business strategies, marketing plans, development plans and trade secrets of every kind and nature attributable to the business of Sponsor. Rider’s obligations under this Agreement shall extend beyond termination of this Agreement.

INDEPENDENT CONTRACTOR

The parties agree that each are independent contractors as to the other and neither shall have the right or authority to contract on behalf of or otherwise bind the other party without the prior written consent of the party to be bound. This Agreement does not establish a joint venture, agency, employer-employee or partnership relationship between the parties. Rider shall have full and exclusive control over Rider’s racing equipment and the operation, use, maintenance and repair of said equipment. Rider acknowledges and understands that Rider is not an employee of Sponsor and, as such, Rider is not entitled to any benefits provided by Sponsor to its employees including, but not limited to, insurance of any kind, unemployment compensation, wages, salary, payroll withholding, retirement benefits and/or other similar benefits.

NON-EXCLUSIVITY

Sponsor shall be free in its sole discretion to enter into other sponsorship agreements or similar arrangements with other riders and third parties.

LICENSE

Rider grants to Sponsor the right to use Rider’s name, autograph, likeness, race results, records and other information pertaining to Rider’s participation in competitive motor sports and motorsports racing and other related activities to promote Sponsor’s Products and its trademarks, trade names, and logos during the term of this Agreement. Sponsor acknowledges that the license granted hereunder is non-exclusive as to team hats, t-shirts, and casual wear. Rider shall grant no other license to and/or accept any sponsorship from any individual, firm, organization, or entity who competes with Sponsor and/or whose products compete with Sponsor’s Products during the term of this Agreement. Sponsor shall have the exclusive right and benefit to develop, distribute, market and/or sell to its customers Promotional Materials and Sponsor’s Products bearing Rider’s name, autograph, likeness, race results and/or Rider’s participation in racing and motor sport related activities during the term of this Agreement. Sponsor’s right to distribute Promotional Materials pursuant to this Agreement shall expire (i) with regard to advertisements and print media, ninety (90) days after termination or expiration of this Agreement, (ii) with regard to catalogs, brochures and similar materials, when Sponsor’s supply of such materials on hand at the time of the termination or expiration of this Agreement is exhausted and (iii) with regard to catalogs and similar marketing materials, one (1) year from termination or expiration of this Agreement.

MISCELLANEOUS

This agreement is binding upon and shall inure to the benefit of the parties and their respective heirs, representatives, successors, and assigns. This Agreement contains the entire agreement between the parties and supersedes any prior written or oral agreement concerning the subject matter contained herein. No modification, amendment or waiver of any of the terms or conditions of this Agreement shall be valid or binding unless made in writing and signed by the Party to be bound thereby. This Agreement may be executed in any number of counterparts and all of these counterparts shall for all purposes constitute one signatory to the same page. The parties agree to accept signature of this Agreement by email and any such signature shall be legally binding and have the same legal force and effect as a duly executed original document. Upon execution of this Agreement by email, the parties shall promptly execute and deliver an appropriate number of executed originals so that each party and each party’s representative shall have an executed original. This Agreement shall be a contract made under, and shall be governed by and construed under, the laws of the State of California. The parties hereto agree to submit any legal action or proceeding relating to this Agreement to the exclusive jurisdiction of the state courts of the State of California sitting in San Diego County, California or in Federal District Court in the District of San Diego, sitting in San Diego, California. This Agreement shall be deemed to have been drafted by all parties and, in the event of a dispute, no party hereto shall be entitled to claim that any provision should be construed against any other party by reason of the fact that it was drafted by one particular party. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

AGREEMENT OF TERMS

As Rider, authorized agent, or parental guardian of the Rider I have read this binding contract, including the terms, conditions, and proposed sponsorship offerings that is set forth within this document. I/we understand, that I/we will be expected to meet the terms and conditions set forth within this document, and that by signing; I/we accept the responsibility of all that is required to fulfill this contract.