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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.
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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.
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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
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Authorized Signature Authorized Signature
Kerry Kerch R A Caponigro
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Name Name
Assistant G.M. Sr VP Finance & CFO
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Title Title
12-13-96 12/16/96
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Date Date
