Tobacco Documents Online

• ADVERTISING AGREEMENT 0 THIS ADVERTISING AGREEMENT (the "Agreement") is made by and between R. J. Reynolds Tobacco Company USA, a New Jersey Corporation ("Reynolds"), with its principal place of business located at Winston-Salem, North Carolina and the Golden State Warriors, a California Limited Partnership, ("Warriors") this 3rd day of August, 1987 to be effective as of November 1, 1987 (the "Anniversary Date"). WITNESSETH THE WARRIORS desire to grant to Reynolds the exclusive right to advertise tobacco products on certain advertising panels in The Oakland Coliseum Arena ("Coliseum Arena") for a term of four years, beginning November 1, 1987, unless sooner terminated by the provisions of the Agreement. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties do hereby stipulate and agree as follows: 1. TERM AND RENEWAL OPTION. The Warriors grant to Reynolds the exclusive right to display advertising for the tobacco category on a minimum of 12 panels and other rights for a term of four years beginning November 1, 1987. Provided all the terms of this Agreement have been complied with, Reynolds shall have the right to renew the Agreement for a to be negotiated period at the then Ln r N • kD 00 P N W N

2 • prevailing rate by giving the Warriors a non-binding written notice of intent to renew on or before December 1, 1990. In the event of such renewal notice, the Warriors shall notify Reynolds on or before January 1, 1991 of the rates and terms required by the Warriors for the renewal period, such rates and terms to be set by the Warriors in their sole discretion. Reynolds shall notify the Warriors in writing by March 1, 1991 of their acceptance or rejection of the renewal option. In the event the terms of a renewal option are not agreed upon, the Warriors shall not offer or enter into a comparable advertising arrangement with any other tobacco company without first making such offer to Reynolds on the same terms and conditions. 2. RIGHTS GRANTED. (a) The Warriors grant to Reynolds the right to advertise its products on the following: (1) Four out-of-town gameboard panels, one in each end zone (approximately 3'2" x 11'8"). (2) Six concession stand panels, backlit, approximately 2'8" x 6'9}". (3) Four entry panels, backlit, 2'8" x 10'4". (b) The Warriors agree to secure for Reynolds the following merchandising considerations: (1) A minimum of fifty (50%) percent distribution of its brands in the cigarette vending machines and/or Ln N • concession stands in the Coliseum Arena. o ~ N W N

3 • • (2) Warriors agree to work with Reynolds, upon sufficient prior notice and with approval of Warriors, which approval shall not be unreasonably withheld, on promotional tie-ins between Reynolds' products and Warrior games held in the Coliseum Arena, including, but in no way limited to product sampling. 3. ADVERTISING FEE. •In consideration for advertising rights, Reynolds will pay the Warriors $120,000.00 (net) per contract year (the "Fee"). The Fee shall be payable in advance and shall be payable within 30 days following receipt of the invoice on or about October 1 each year. 4. EXCLUSIVE GRANT. During the entire term hereof, Warriors agree that no tobacco product advertisements other than those of Reynolds shall be permitted upon any advertising display space within the Coliseum Arena under its control, including, without limitation, upon any scoreboard, advertising areas, or concession stand. Nothing herein set forth, however, shall prevent the Warriors from presenting events at the Coliseum Arena sponsored by other tobacco manufacturers and allowing the identification of those tobacco products to be included in the name of such event. 5. REPRESENTATION OF WARRIORS. (a) Warriors warrant to Reynolds that its advertising panels will be displayed at all public events conducted in the ~ N • Coliseum Arena, provided, however, that Reynolds understands and 00 ~ N W W

4 • • 0 agrees that certain events held in the Coliseum Arena require a total blackout and that at such time, Reynolds' panels will not be illuminated. To the extent that illumination can be controlled, Reynolds' panels will not be illuminated during events, which in the sole judgment of Reynolds, are primarily youth oriented. (b) Warriors agree that it will permit no advertising or other display or messages within the Coliseum Arena by any medium under its control upon any scoreboard, advertising panel, message board, audio system, or at any concession stand which is antithetical to use or sale of tobacco products. Notwithstanding the above, however, smoking laws and policies may be communicated to the public. 6. APPROVAL OF ADVERTISEMENTS. Reynolds shall submit in advance to the Warriors copies of all advertisements, including artwork, that will be displayed pursuant to this Agreement. The Warriors shall have the right to approve any permanent display advertiseir:ent within thirty days after such advertising has been submitted to the Warriors. The Warriors agree not to unreasonably withhold such approval. The use by Reynolds of similar copy in any sports facility in the United States shall be one standard establishing reasonableness. 7. TERMINATION AND DEFAULT. (a) This Agreement may be terminated upon thirty days notice: (1) By either of the parties hereto if the Warriors permanently cease to play their regular season home games and play-off games in the Coliseum Arena; (2) By the Warriors if

5 • • Reynolds fails to make any payments at the times and in the amounts required herein; (3) By either of the parties hereto if the other party materially breaches any of the terms of this Agreement, which default is not cured within 15 days following written notice of such default to the defaulting party. Following thirty days written notice of such termination, all rights granted herein shall cease and all remaining yearly payments due hereunder shall be forgiven. Upon termination, the Warriors shall refund to Reynolds the pro-rata share of the last yearly payment received by the Warriors, said pro-rata portion to be calculated by dividing the number of days remaining from the date of termination until the next Anniversary Date (November 1) by 365. In addition to the termination rights set forth above, if Reynolds fails to make any of the payments in the time and manner required herein, the Warriors may declare all remaining payments under this Agreement immediately due and payable. (b) Delay, interruption, or dimir.uti^n of the performance of this Agreement from any cause beyond the control of Warriors, including, without limitation, power blackout, war, state of national emergency, act of God, strike, work stoppage, picketing, damage or concerted action by any employee or any labor organization shall not constitute a ground for cancellation. jn the event of such delay, interruption, or diminution, Warriors will extend the term of the advertising rights of this Agreement for a period equal to the N W Ln

6 • • period of such delay, interruption, or diminution, without additional costs to Reynolds. In the event that any delay, interruption, or diminution of the advertising rights granted to Reynolds becomes, in the reasonable judgment of Reynolds, recurrent or permanent, Reynolds shall have the right to cancel this Agreement with no further obligation of payment or penalty, after having given written notice. It is understood that no level or type of events, and no level of attendance is guaranteed by the Warriors. (c) In the event of: (1) Federal, State, or local legislation prohibiting, inhibiting, impairing, or declaring unlawful the advertising of tobacco products in conjunction with professional basketball, sports events in general, indoor arenas in general, or advertising of the type contemplated by this Agreement, or in the event an administrative agency of the government of the United States or of one of the several states or local governmental bodies, or a court issues or promulgates a rule, regulation, order or judgment which prohibits, inhibits, impairs, or declares unlawful the advertising of tobacco products in connection with professional basketball, sports events in general, indoor arenas in general, or advertising of the type contemplated by this Agreement, or (2) The enactment or enforcement of rules impairing, inhibiting, prohibiting or restricting the display of advertising in the Coliseum Arena as provided in this Agreement; ~ ~ %0 0 N OD N W Ol

7 • • Then, in such event, this Agreement will terminate thirty (30) days following the receipt by the Warriors of written notification from Reynolds of the occurrence of such event, or if earlier, upon the effective date of such declaration, legislation, rule, regulation, or ordinance, order or judgment. Neither party shall have any further liability to the other on account of termination pursuant to this Paragraph 7. 8. INDEMNIFICATION AND INSURANCE. (a) Reynolds shall defend, indemnify and save Warriors harmless from any and all loss, liability, claims, and demands, including reasonable attorneys' fees and court costs arising out of the character, contents, and subject matter of any copy displayed by Reynolds in the Coliseum Arena. (b) Warriors shall indemnify Reynolds, its parent and subsidiaries, affiliates, directors, officers, employees and agents and hold them harmless frnm and against any and all claims, damages, liabilities, costs and expenses, including reasonable legal fees, arising from or in connection with installation of the advertising panels and maintenance of the structure supporting panels and electrical system. (c) Warriors shall carry Comprehensive General Liability including Completed Operations Liability and Contractual Liability, specifically including the aforementioned indemnification, Ln ~ J--A N kO co N W v

8 with Reynolds endorsed as an "additional Insured" with limits not less than: Bodily Injury - $2,000,000 per occurrence Property Damage - $ 500,000 per occurrence A certificate of insurance evidencing no less than "thirty (30) days rp ior written notice for cancellation or material change that would reduce or restrict the coverage or the limits afforded herein". This certificate shall be given to Reynolds within ten (10) days of the signing of this contract. 9. RELATIONSHIP OF THE PARTIES. Warriors and Reynolds are and shall remain independent contractors, and nothing contained herein or done pursuant hereto shall be construed to create any relationship of principal and agent or employer and employee between Warriors or Reynolds or to make them joint ventures. 10. GOVERNING LAW. This Agreement shall be performable in Alameda County, California and shall be construed in accordance with and governed by the laws of the State of California. 11. ENTIRE AGREEMENT. This Agreement embodies the entire Agreement of the parties hereto with respect to the subject matter hereof and supercedes all prior agreements with respect thereto. This Agreement may be amended, but only in a writing signed by both parties hereto.

9 • • Any provision hereof may be waived, but only in a writing signed by the party or parties against whom such waiver is sought to be forced. 12. COMMISSIONS AND FEES. Reynolds represents and warrants to the Warriors that it has not employed or contracted with, and shall not employ or contract with during the term of this Agreement, any person (including any natural person, corporation, partnership or other entity) that might be entitled to any fee or commission from the Warriors. 13. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns; provided that this Agreement may not be assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld. 14. NOTICES. All notices, requests and other communications to any party hereunder shall be in writing and shall be given: If to the Warriors, to: Golden State Warriors Oakland Coliseum Arena Oakland, California 94621 Attention: Roger Blaemire Vice President Marketing and Broadcasting Ln N N %O • co N W tD

- 10 - • cc: Cooley, Godward, Castro, Huddleson & Tatum Attn: Christopher Westover 1 Maritime Plaza, 20th Floor San Francisco, CA 94111 if to Reynolds, to: RJR Media Services Division of R. J. Reynolds Tobacco Company USA 401 North Main Street Winston-Salem, North Carolina 27102 Attention: Mr. Richard L. Dilworth Manager, Out-of-Home Operations or at any other address such party may hereafter specify by notice to the other party. 15. CAPTIONS. Captions herein are inserted for convenience of • reference only and shall be ignored in the construction or interpretation of this Agreement. Unless the context requires otherwise, all references herein to paragraphs are to numbered paragraphs set forth in the body of this Agreement. 0