JSDA » Topics » Loaned Equipment Agreement

This excerpt taken from the JSDA 10-Q filed Aug 9, 2007.

Loaned Equipment Agreement

This Loaned Equipment Agreement (“Agreement”) dated effective July 1, 2007 is entered into by and between Jones Soda Co., a Washington corporation (“Jones”); Football Northwest, LLC d/b/a Seattle Seahawks, a Washington limited liability company (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.

1. The parties have entered into a Sponsorship Agreement of even date. Capitalized terms not otherwise defined in this Agreement shall have the meaning set forth in the Sponsorship Agreement.

2. Pursuant to the Sponsorship Agreement, FNW/FGI has granted certain rights to Jones to sell Jones Beverages at the Facility, and Jones has agreed to provide certain equipment, as more fully described in Exhibit A to this Agreement, (the “Equipment”) for the sole and exclusive purpose of storing and delivering Jones Beverages.

3. Title to the Equipment shall at all times remain in Jones. Jones agrees to permit FNW/FGI to retain exclusive use and control of the Equipment at the Facility for the term of the Sponsorship Agreement solely for the use contemplated herein and in the Sponsorship Agreement.

4. FNW/FGI shall not sell or display any Beverages or other products of any kind other than Jones Beverages in connection with the Equipment, or alter or modify any product identification or ownership information on or in the Equipment.

5. FNW/FGI will supply all electrical service as may be necessary to operate the Equipment. FNW/FGI will keep the Equipment clean and in first-class condition as to appearance. FNW/FGI shall use reasonable care in the operation of the Equipment, and shall follow all instructions for care as may be provided by Jones or the Equipment manufacturer. Extension cords shall not be used in connection with the operation of any Equipment without the express consent of Jones.

6. FNW/FGI will promptly notify Jones in the event any repair or service is required and Jones will provide the same. Jones shall be responsible for all maintenance and repairs to the Equipment and will provide such services from time to time as necessary. In the event that the Equipment cannot be repaired at the Facility, Jones may in its discretion provide replacement Equipment. Neither Jones nor its service agent shall be responsible for any delays in repairing or replacing any Equipment. Routine cleaning shall be the responsibility of FNW/FGI. FNW/FGI will take all reasonable steps to protect the Equipment from damage and loss of any kind while it is in FNW/FGI’s possession. In the event accelerated maintenance, repair, or replacement of any Equipment is necessary due to the fault of FNW/FGI, its food service contractor, or any third party while at the Facility, then Jones shall have the right to bill back to FNW/FGI the cost for such maintenance, repair, or replacement.

7. FNW/FGI shall not move the Equipment from the Facility. Upon request, FNW/FGI shall execute such documents as may be necessary or convenient to establish and give notice of Jones’ ownership of the Equipment. FNW/FGI shall not permit or cause any lien of any kind to be placed upon the Equipment or grant any security interest therein. In the event of bankruptcy, insolvency, receivership, change of control or breach of a material provision of this agreement, the cooler will continue to remain the property of Jones.

8. Upon termination or expiration of the Sponsorship Agreement, all of the Equipment shall be returned to Jones, free of any damage by FNW/FGI, its food service contractor, or any third party, ordinary wear and tear excepted.


9. Sections 12 through 15 of the Sponsorship Agreement are incorporated by this reference as though fully set forth herein, mutatis mutandi.

 

JONES SODA CO    

FOOTBALL NORTHWEST, LLC

d/b/a Seattle Seahawks

By:  

 

     
  Peter van Stolk     By:  

 

  President & CEO       Ron Jenkins
        Vice President Corporate Partnerships
      FIRST & GOAL, INC.
      By:  

 

        Susan Darrington
        VP/Facility General Manager


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