Arena Management Company and Compuware Corporation Arena Naming and Advertising Agreement (1996–2016)

Summary

Arena Management Company (AMC), operating as Detroit Whalers, and Compuware Corporation entered into a 20-year agreement starting December 1, 1996. AMC will provide Compuware with exclusive naming rights to the Compuware Sports Arena and display the name prominently. In return, Compuware will pay AMC $250,000 annually and provide artwork for signage. The agreement includes provisions for early termination if the Whalers stop playing at the arena, with a pro rata refund, and mutual indemnification. The contract is governed by Michigan law.

EX-10.52 4 ex10-52.txt EX-10.52 1 EXHIBIT 10.52 ARENA MANAGEMENT COMPANY ADVERTISING AGREEMENT This advertising agreement ("Agreement") is made and entered into this 1st day of December, 1996 by and between Arena Management Company, a Michigan corporation ("AMC") which is doing business under the assumed name of Detroit Whalers ("Whalers") and Compuware Corporation ("Advertiser"), a Michigan corporation. I. PURPOSE AMC will hold a certain number of games in the Compuware Sports Arena (the "Arena") and agrees to provide advertising space in the Arena to Advertiser upon the terms and conditions of this Agreement. Advertiser is desirous of obtaining space at the Arena to advertise and promote its products. II. TERM The term of this Agreement shall begin on December 1, 1996 and shall terminate on November 30, 2016. III. PURCHASE PRICE AND METHOD OF PAYMENT During the term of this Agreement, Advertiser agrees to pay AMC a total of $250,000.00 per year based on a twenty year contract (the "Purchase Price"). Advertiser agrees to pay the purchase price to AMC in the following increments: $250,000.00 due December 1 starting in 1996 with the same payment of $250,000.00 due on December 1 in each of the remaining 19 years of the contract. IV. DUTIES OF AMC During the term of this Agreement, AMC hereby agrees to provide Advertiser with the following: A. Provide Compuware with the exclusive name of the arena (Compuware Sports Arena). B. Display arena name outside the arena on the building. C. Display arena name on monument sign(s) outside the arena at entrances. D. Display arena name is designated areas in both rinks in arena. V. DUTIES OF ADVERTISER During the term of this Agreement, Advertiser hereby agrees to: A. Provide AMC with camera ready artwork for all signage inside and outside arena. B. Pay purchase price set forth in section III. 2 VI. FORCE MAJEURE Neither party shall be obligated to perform any term or condition of this Agreement in the event of any work stoppage, refusal to work, strike, lockout, slowdown, picketing, boycott or any other activities beyond their reasonable control. Neither party shall be liable to the other for any failure to perform any of the terms or conditions of this Agreement which are attributable to any casualty, to unforeseen occurrence, an act of God, or any other cause beyond its control. VII. TERMINATION AMC and Advertiser reserves the right to terminate this Agreement before the end of the Agreement term if for any reason the Whalers cease to play their home games at the Arena. The terminating party shall provide Advertiser with fifteen (15) days written notice of termination. In the event of termination, the obligations of the parties shall cease, and AMC shall refund a pro rata portion of the purchase price to Advertiser. The Pro Rata portion to be refunded will be the number of days from the termination date to the end of the contract year, divided by 360 days, and multiplied by $250,000.00 dollars. VIII. INDEMNIFICATION Each party agrees to indemnify and hold the other party and their respective affiliates and subsidiaries, officers, directors, commissioners, agents, and employees (collectively known as the "indemnified parties") harmless from all liability, actions, claims, demands, costs, damages or expenses of any kind which may be brought or made against the indemnified parties or which the indemnified parties may pay or incur for bodily injury, death and/or property damage received by any person, firm or corporation as a result of the act or omission of the other party, its officers, directors, agents and employees in or about the Arena. This section shall survive the termination of this Agreement. IX. SEVERABILITY If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable or invalid, the remaining provisions of this Agreement shall not be affected and shall remain in full force and effect. X. GOVERNING LAW This Agreement shall be governed by the laws of the State of Michigan. XI. NOTICES Any notice required to be given by any party shall be deemed to have been sufficiently given if mailed by prepaid registered mail, sent by facsimile or overnight courier or personally delivered to the address of the other party as set forth: IF TO AMC: IF TO ADVERTISER: ARENA MANAGEMENT COMPANY COMPUWARE CORPORATION 14900 Beck Road 31440 Northwestern Hwy Plymouth, MI 48170 Farmington Hills, MI 48334 Attn: Kerry Kerch Attn: Peter Karmanos Jr. Fax No. (313) 453-4201 Fax: (810) 737-1822 or at such address as the other party may from time to time direct in writing. 3 XII. WAIVER No waiver of any provision herein shall be effective unless in writing and signed by both parties, nor shall any such waiver be held to waive the same provision on a subsequent occasion or be construed to constitute a waiver or any other provision herein. In the event any provision hereof shall be or is declared invalid, illegal or unenforceable, either in whole or in part, the validity of any other provision of this Agreement shall in no way be affected thereby and shall continue in full force and effect. XIII. ASSIGNMENT AMC shall have the right to assign this Agreement to its successor in interest. Such entity shall perform the obligations and duties of AMC under the terms of this Agreement. XIV. HEADINGS The headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions. XV. ENTIRE AGREEMENT This Agreement constitutes the entire agreement among the parties and contains all of the agreements among the parties with respect to the subject matter hereof. This Agreement supersedes any and all other agreements, either oral in writing among the parties hereto with respect to the subject matter hereof. No change or modification of this Agreement shall be valid unless the same be in writing and signed by the parties hereto. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the day and year first written above. Accepted: Accepted: ARENA MANAGEMENT COMPANY Compuware Corporation (AMC) --------------------- (Advertiser) /s/ Kerry Kerch /s/ R A Caponigro - -------------------------- ----------------------------- Authorized Signature Authorized Signature Kerry Kerch R A Caponigro - -------------------------- ----------------------------- Name Name Assistant G.M. Sr VP Finance & CFO - -------------------------- ----------------------------- Title Title 12-13-96 12/16/96 - -------------------------- ----------------------------- Date Date