Ken Horrell's Sponsorship Agreement with Attack Poker
-
Upload
chad-holloway -
Category
Documents
-
view
8.773 -
download
1
description
Transcript of Ken Horrell's Sponsorship Agreement with Attack Poker
SPONSORSTilP AGREEMENT
This Sponsorship Agreement ("Agreement") is made mi, S day ol July, 2013 (the
"Effeciive Datel') ly and between Emil Interactive Games, LLC dba AttackPoker'com
(-Spqg!9l:,'), *ith * uddr"r. of 3800 Howard Hughes Parkway, Suite 1800, Las Vegas, Nevada"
g9169, and Kenneth Horrell ("Talent") with an address o6 '3Odf Uu,m0n gD" h&udLrrflr I t 168t?regarding certain personal services to be performed by Talent on behalf of Sponsor and with
reipect to the license of certain rights to Sponsor by Talent'
1. DEFINITIONS
In addition to the terns that are defined elsewhere in this Agreement, the following terms have
the meanings set forth below:
(a) .,Advertising Material(s)" shall mean advertising, sales, promotional, public
relations and other marketing materials of any type, including but not limited to,
television commercials, print advertising (including preprint inserts/circulars),
radio, voice-overs, on-line advertising (including social media sites, e.8.,
Facebook, YouTube, Twitter, etc.), outdoor, in-store, direct mail, point of sale
signage, gift cards, standee and other related marketing and advertising including,
withoirt li*itutiorr, mobile and email marketing campaigns to promote Sponsor's
initiatives and any additional advertising campaigns, as otherwise agreed to by the
parties.
(b) "Talent Identifications" shall mean Talent's Rights and Talent's Statements.
(c) ,'Talent Rights" shall mean Talent's niune, signature, voice, likeness, photo, and
biograPhical information.
(d) .,Talent Statements" shall mean any statement attributed to Talent andlor any
implied or direct endorsement of any Product(s) by Talent.
(e) ,,product(s)" shall mean any Sponsor-branded product or service or third party-
branded product or service offered by, or available through Sponsor.
(0 ,,Term,' shall mean the period commencing on the Effective Date and expiring
twelve (12) months thereafter.
(g) ,,Tslrilsry" shall mean the United States, including Puerto Rico, and worldwide
for anY Internet use.
2. SERVICES
(a) Talent agrees to perform the following services ("Seryices") during the Term:
i. Become an Attack Poker TEAM PRO member for purposes of
participating in the World Series of Poker ("WSOP")'
ii. Wear only Sponsor's Attack Poker logo merchandise in the form of Pro
Patch, T-shirt, Hat and Sweatshirt in plain sight of any cameras or
audience; and
Talent's Services shall be rendered in a competent and professional manner, and
shall be subject to Sponsor's approval, direction and control' The Services shall
be provided at such times as are lequested by Sponsor. With respect to any
endorsement Services on behalf of Sponsor, Talent shall deliver such affidavits as
are reasonably requested by Sponsor in connection therewith.
3. GRANT OF LICENSE
Subject to the tenns hereof, Sponsor sha1l have the right during the Term to use and authorize the
use of the Talent identificaiions for unlimited ociasions throughout the Territory on or in
connection with the production and use of Advertising Materials promoting Sponsor and its
Products, in any media now or hereafter existing; and on or in connection with the production
and use of the Advertising Materials.
4. EXCLUSIVITY
During the Term, Talent shall not join, be sponsored by, or endorse any other poker company
offering online peer-to-peer poker.
5. APPROVALS AND QUALTTY CONTROL
Sponsor shall afford Talent a courtesy right to review the Talent Identifications to
be used in the Advertising Materials, provided that approval of any such Talent
Identifications is receivid by Sponsor within forty-eight (48) hours of
transmission to Talent. Any Talent Identifications or related materials or matters
nor objected to within such time shall be deemed approved. No approvals by
Taient required hereby may be unreasonably withheld or delayed' once a
particular item of Talent Identification is approved, Sponsor may include it in all
idvertising Materials without requesting further approval' It is understood and
agreed that Sponsor may use, without approval, Advertising Materials including
the Products. Talent expressly confirms that Sponsor shal1 have, subject to this
Agreement (including all approvals of Talent ldentifications, applicable union
contracts, agents, .,uf,ior, urrOlot production companies), fu11 and complete right
to use, distribute, reproduce, edit, delete, add to, combine and/or exhibit Talent's
performance hereunder in any manner of fashion they it desire' Whenever the
ierm ,,commercial(s)" is used herein, it is understood to include permitted edits'
Any applicable Talent Identifications to be reviewed in accordance with Section
5(a) shall be submitted to Talent via e-mail at
(b)
(a)
(b)
2
6. COMPENSATION - ENTRY FEES
(a) Sponsor agrees to pay for entry fee to participate in the WSOP ("Entr-v Fee")' In
the event Talent cashes in the designated event, the sponsor will receive fifty
percent $avo) of the total cashed amount. In the Event Talent wins or plays at
the final table of WSOP's Main Event 10K Buy-In, Talent shall be entitled to a
bonus of twenty-five percent (25Vo) of the total cashed amount.
(b) Except as to the Entry Fee (the "Compensation"), Talent shall not have any other
or further right to any compensation pursuant to this Agreement.
OWNERSIIP
(a) Excluding the Talent Rights, ail other materials produced in connection with this
Agreement, including, *ithoot limitation, any materials produced, generated by'
and any performancJ by Tul"nt, together with all Advertising Materials, ideas,
phrases or words (colleitively "Work Product") will be and remain in perpetuity
the absolute and exclusive property of Sponsor. A11 Work Product produced'
generated by and/or performid by Talent shall be deemed to be a work for hire'
If, however, any such Work Product is not considered a work for hire, Talent
hereby assigns all right, title, and interest to any of such Wot Product to
Sponsor. talent shall execute any documents in connection with such assignment
that Sponsor may reasonably request. Talent hereby appoints Sponsor as his
attorney-in-fact to execute assignments of, and register all rights to, the Work
Product. This appointment is coupled with an interest'
(b) Sponsor acknowledges and agrees that all rights pertaining to Talent Rights
belong exclusiveiy to Talent, as applicable'
8. TERM AND TERMINATION
7.
(a)
(b)
The Term is as defined in Section 1(f) of this Agreement'
Unless this Agreement is sooner terminated as provided below, Sponsor shal1 be
given the exclusive option to negotiate with Talent to extend the Term of this
i.greement (,'Option"j for an additional one (1) year period ("Extension Term")
with any such Extension Term to provide for substantially the same terms and
conditions set forth in this Agreement which the parties shall negotiate in good
faith. If Sponsor does not eiercise its Option, and subject to the provisions in
Section 4 of this Agreement, Talent may pursue an agreement with any other
third party.
Each party may terminate this Agreement prior to the end of the Term by giving
written notice of such termination to the other party, if the other party commits a
material breach of any of its obligations under this Agreement and fails to cure
(c)
9.
such breach within thirty (30) days after receiving written notice thereof from the
non-breaching PartY.
(d) In addition, Sponsor may terminate this Agreement immediately upon written
notice in the event that Talent: (i) is charged with criminal conduct (other than
routine traffic violations not involving alcohol or controlled substances); (ii)
admits to being addicted to alcohol or controlled substances or otherwise uses
banned substarices that affect his abiiity to perform the Services; and (iii) commits
any other act or becomes involved in any situation or occulrence tending to bring
Sponsor into public disrepute, contempt, scandal or ridicule, oI tending to shock'
insult or offend the people of this nation or any class or group thereof' or
reflecting unfavorably opott the reputation of Sponsor or otherwise may cause
material injury to Sponiot's customer relations or business prospects. Any
decision on *utt"r, arising under this Section 8(d) shall be at the sole discretion
of Sponsor and will be final.
(e) In the event of the termination of this Agreement by Sponsor as a result of a
breach of this Agreement by Talent, (i) any entry fee due after the date of such
breach will no lo-nger be dul, (ii) Sponsor may, in its sole discretion continue to
use any Advertisinlg Materials through the remainder of the Term' Any decision
on matters arising liereunder shall be at the sole discretion of Sponsor and wili be
final.
(0 In the event of the termination of this Agreement as the result of an uncured
breach by sponsor pursuant to section 8(c), Sponsor will pay to Talent an
amount, if any, "q,rJ
to any portion of the Compensation that has not been paid
but would trave becom" puyuut" only through the date of notice of such uncured
breach. Upon expiration of this Agreement or termination of Sponsor pursuant to
this Section 8(f), Sponsor shall have the right to continue to use and photocopy'
solely for internal archival and reporting puq)oses, previously produced
AdvertisingMaterialsbearingTalentldentifications.
REPRESENTATIONS AND WARRANTIES
(a) Talent represents and warrants to Sponsor that (i) Talent has the full right and
authority to enter into this Agreement, to perform its obligations as contemplated
herein, and to grant the righis granted by it hereby free and clear of the rights'
claims or encimbrances of others; (ii) Talent has secured all rights and
permissions, releases and the like, necessary for Talent to fully perform the
Services pursuant to this Agreement; (iii) the signatory to this Agreement is duly
authorized by the Talent to execute this Agreement; (iv) the use by Sponsor as
contemplated herein of the Talent Identifications or the Work Product will not
infringe upon or otherwise violate the rights of any third party; and (v) the Workproduct and all other activities conducted by Talent pursuant hereto shall comply
with applicable law. Talent further represents and warrants that it has and will
continue to have the exclusive right to license ttre Taient Identifications; and that
4
10.
(a)
Talent shall discharge all obligations imposed by any union code' federal' state or
local law or reguiation, now or hereafter in force with respect to his employees,
including uut riot limited to all withholding of all taxes, the filing of all returns
and reports and the payment of all assessments, taxes, contributions and other
sums riquired to be withheld, filed and/or paid by employers.
(b) Sponsor fepresents and warrants to Talent that (i) Sponsor has the full right and
authority to enter into this Agreement and to perform its obligations as
contemplated herein; (ii) the Advertising Materials produced hereunder, other
than the Talent Identifications or any work Product contained therein, will not
infringe upon or otherwise violate- the rights of any person; and (iii) the
Advertising Materials produced hereunder, other than the Talent Identifications or
any Work product contained therein, together with the other activities conducted
bySponsorpursuanthereto,shallcomplywithapplicablelaw.
CONFIDENTIALITY
Each party acknowledges that information that is confidentiai or proprietary to the
Aisctosmj party, incluf,ing tenns and conditions of this Agreement ("Confidential
Information") may be disclosed to the other party during the course of - this
Agr""-*t Each party agrees that (i) it will take reasonable steps, at least
sribstantially equival.rri to- the steps it takes to protect its own proprietary
information to prevent the disciosure of confidential Information of the other
party; (ii) it will use Confidential Information of the other party only in
connection with its performance of its obligations or its full enjoyment of its
rights hereunder; (iii) it will not disclose Confidential Information of the other
pity, other than to its affiliates or its or their employees agents or contractors
who must have access to such Confidential Information for such party to perform
its obligations hereunder and who are legally bound to protect the confidentiaiity
of such information. Each party will b" tetpontible for any disclosure by its
employees, agent or contractors in violation hereof'
Notwithstanding the foregoing, Confidential Information shail only include
information which and to the extent that such information can be shown (i) to
have been previously known by such party, (ii) to have begn made known to such
party from'a third-party without breach of any confidentiality requirement, (iii) to'hur"
b""n made public through no breach of this Agreement by such party' or any
of their lespective representa;ves, or (iv) to the extent such disclosure is required
by law, rull, regulation or government or court order or aS reasonably advised by
legal counsel. -
Each pariy shall protect. the confidentiality of Confidential
Information of the ott ei party received prior to termination for one year after
disclosure, even if this Agreement has terminated'
(b)
11. DEFENSE AND INDEMNIFICATION
(a)
(b)
Talent will defend Sponsor, its affiliates, and each of their respective employees'
agents and contractois ltt e :'sponsor Indemnified Parties") against, and indemnify
and hold harmless trr"'spor InO"*nifi"d Parties for all liabilities, costs and
expenses (including reasonable attorney fees) arisinq frrg* any third party-claim
resulting for claimld to result from (i) a breach of this Agreement by Talent'
including any breach of any representation or warranty made by him contained
herein; or (ii) the act or omission of Talent'
Sponsor will defend Talent against, and indemnify and hold harmless Talent for
atl liabilities, costs and expJnses (including reasonable attorneys fees) arising
from, and third party claim iesulting or claimed to result from (i) a breach of this
Agreement Uy Sporsor, including any breach of any representation of waffanty
*iO" by it and contained herein; (ii) any personal ittjuty or property damage
resulting from any sponsor Products; or (iii) the act or omission of sponsor'
The party having the obligation to defend shall be accorded full control of the
defense and/or settlement Jr *y such claims or causes of action; provided that no
settlement shall be made other ihan for money damages without the consent of the
;ther party; and the other party may participate in suchdefense at its own cost and
"*p".rr". The obligations to defeth and indemnify under this Section L1 shall be
iniependen t of eaitother and any other obligation of such party hereunder' This
Section 11 shall survive the expiration for termination of this Agreement'
(c)
12. GOVERNING LAw; JURISDICTT0N
This Agreement shall be construed in accordance with the substantive laws of the state of
Nevada, without regard to its conflicts of law ruies. Any controversy or claim arising out of or in
connection with this Agreement shatl be decided by the state and/or federal courts located in Las
Vegas, Nevada. Notriithstanding the foregoing, Talent shall not take any action that could
disirpi the production, display or broadcast of any Advertising Materials'
13. ADJUSTMENT
If during the Term, Talent should die or become permanently disabled or physically disfigured
and, accordingly, in the sole judgment of Sponsor, it becomes inappropriate to use Sponsor's
Services or the materiars p.odoc"J prior to suih event, sponsor shail have the immediate right to
terminate this Agree*".ri. In the event Sponsor elects not to exercise its rights to terminate
pursuant to this Section 13 in the event o] the death of ralent or the permanent disability or
physical disfigurement of him, this Agreement shall continue in respect to all provisions'
14. PAY OR PLAY
Sponsor shall be under no obligation to make or use any Advertising Materials prepared or rights
granted in connection herewith, it being understood that sponsor's entire liability hereunder shall
ie discharged by the payment of the entry fee pursuant to the terms herein'
6
15. PAYMENT NOTICES
16. MISCELLANEOUS
The parties are independent contractors of each other for the purposes of this Agreement and
neither party shall have, no. hold themselves out as having, any authority to bind or commit the
other in any respect. Notices required under this Agreement are sufficient if given in writing and
delivered via a nationally recognized overnight courier service, certified mail (retum receipt
requested) or personal deti re.ylo the other party at the address specified above or such other
address * *uy be specified by such party in conformance herewith. Notice is effective: (i)
when delivered personally, (ii)ihree businlss days after the date on which it is sent by certified
mail, or (iii) on ihe first u"ri*s day after the date on which it is sent by a nationally recognized
courier service. This Agreement will be governed by Nevada law without regard to its conflict
of law principles. This Agreement constitutes the entire understanding between Sponsor and
Talent with respect to the subject matter of this Agreement. No waiver, modification or addition
to this Agreement shall be ,ulid ,ol"rs in writing and signed by both parties. Talent shall not
assign this Agreement without the written consent of Sponsor. If any provision of this
Agrlement is Jetermined to be unenforceable, the parties intend that this Agreement be enforced
as if the unenforceable provisions were not present and that any partially valid and enforceable
provisions be enforced tt tne extent that they are enforceable. This Agreement rnay be executed
in counterparts, all of which together will constitute one and the same agreement'
until notified otherwise by Talent in writing all payments to Talent shall be made payable to
Tatent and addresr"Ju"A rf"i i-i&z tt"in*'n -t..b , A,r+' 't,t tr i N I qhBia
EMIL INTERACTIVE GAMES, LLC Kenneth Horrell
vy, *fWtru*
VtT't'rttr,tttrrt C Vn' tV:'s, D1-,tz,hvw"
Date:t name and title
ATTACHMENT A
KENNETH HORRELL
Date Event Buy In(if applicable)
u.s.($)
TV DescriptionofExpenses
Approval
7t6t20t3 WSOP #62 No-LimitHold'em Main Event
$10,000 None
Total $10,000