270 Legal [Sample Agreements]

SEATTLE SEAHAWKS

SPONSORSHIP AGREEMENT

This Sponsorship Agreement (the “Agreement”), which takes effect on July 1, 2007 (the “Effective Date”) and continues through February 28, 2012, is made among the following parties:

• JONES SODA CO., a Washington corporation (“Jones”);

• FOOTBALL NORTHWEST, LLC d/b/a Seattle Seahawks, a Washington limited liability corporation (the “Team”), which owns and operates the Seattle Seahawks, a National Football League team; and

• FIRST & GOAL, INC., a Washington corporation (“FGI”), which operates Qwest Field and Events Center (“Facility”).

The term “FNW/FGI” refers to Team and FGI, collectively. For other defined terms below, see Exhibit A.

Background

Subject to the terms and conditions of this Agreement, Jones wishes to obtain exclusive Beverage availability, advertising and promotional rights for products marketed under Marks owned by or licensed to Jones in connection with the Team and the Facility. FNW/FGI wishes to have Jones as a sponsor for the Team and the Facility. Jones’s rights under this Agreement apply to all pre-season, regular season, and post-season Team games and activities, as well as to all other events and activities held at the Facility.

Terms and Conditions

1. Beverage Rights

FNW/FGI grants Jones the following Beverage availability rights and Beverage merchandising rights:

1.1 Beverage Availability. Except as provided by Section 1.3, only Jones Beverages can be sold, dispensed, or served at the Facility. All Jones Beverages, sold, dispensed, or served at the Facility must be bought from Jones, either directly or with a bottler or distributor acting as Jones’s agent. FNW/FGI will supply cups and lids and carbon dioxide. FNW/FGI will determine, in consultation with Jones and FNW/FGI’s concessionaire, the Jones Beverages to be sold at the Facility, and the package forms and volume sizes for those Jones Beverages. FNW/FGI will make Jones Beverages available for sale at the Facility in all package forms determined in good faith by Jones and FNW/FGI, through hawking, carts, kiosks, vending machines and any other means determined by FNW/FGI and approved by Jones. If Jones decides to offer a souvenir cup containing Seahawks and Jones Marks, both parties shall agree on the size and graphics on the cup and said souvenir cup expense, including design, manufacture and delivery, will be at Jones sole expense. Jones will be responsible for the cost of labor and materials to retrofit fountain dispensers as set forth on Exhibit H attached hereto, as well as providing coolers to store Jones Beverages at the points of sale indicated on Exhibit H.

The bottle pricing and fountain pricing to be charged to FNW/FGI in connection with Jones distribution activities above shall be [***] and [***] delivered to the Facility and [***] for 2007. Each year, the parties will review this pricing to determine if an adjustment is necessary using factors such as pricing offered to similar customers purchasing under similar volumes and retention of profit margins. In the event that other Jones Beverages are sold at the Facility pursuant to the terms of this Agreement, the price for each such Jones Beverage shall be agreed upon by the parties, which price will be reviewed each year after the initial year of sales.

1.2 Beverage Merchandising. Jones has the right to merchandise Jones Beverages at the Facility, including without limitation the following specific rights:

(A) Point-of-Sale Advertising. Jones identified materials promoting Jones Beverages at the point of sale (e.g., concession stands, food service & dining locations) must be clearly visible to the purchasing public and must be displayed in a manner and location mutually agreed upon by FNW/FGI and Jones.

(B) Concession and Menuboard Advertising. Marks of Jones Beverages must be prominently listed on all menuboards in all food and refreshment outlets (e.g., concession stands and food service areas) as mutually agreed upon by FNW/FGI and Jones. If the Facility’s menuboards have photo translites, FNW/FGI will ensure that advertising provided by Jones and depicting Jones Beverages appears in at least one translite in each menuboard at FNW/FGI’s sole expense.

(C) Approved Packaging. All Beverages served, sold, or dispensed at the Facility must be done so in Jones’s packaging or in cups designed or approved in writing by Jones and FNW/FGI. Jones has the right to develop a souvenir bottle. Such souvenir bottle may contain a joint Jones/Team logo, as may be mutually agreed by the parties hereto.

(D) Alternate Distribution. FNW/FGI will sell Beverages using Jones trademarked and provided materials, such as hawking trays, kiosks, themed mobile/push carts and themed umbrellas, as mutually agreed upon between Jones and FNW/FGI and at Jones’ sole expense.

(E) FNW/FGI Cooperation. FNW/FGI must use its best efforts to promote the sale, distribution, and pervasive availability at the Facility of Jones Beverages, through the use of mobile carts, kiosks and other reasonable methods.

1.3 Permitted Exceptions for Other Beverages. FNW/FGI or FNW/FGI’s concessionaire may serve, sell or dispense on premises: (i) milk based Beverages, branded or unbranded; (ii) branded or unbranded fresh brewed hot tea; (iii) branded cocktail juices served with liquor or intended to be mixed with liquor at the Facility; (iv) unbranded juices and/or fresh squeezed juices and lemonades served at catered events at the Facility; and (v) unbranded or branded fresh brewed hot coffee or cold coffee beverages, and which may be marketed with the Team Marks and/or the Facility Marks.
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