CONSULTING AGREEMENT
This
CONSULTING AGREEMENT (this “Agreement”)
is
entered into as of October 3, 2006 by and among Real Sport, Inc., a California
corporation with its principal office at 0000 Xxxxxx Xxxxxxxxx, Xxxxx 000,
Xxx
Xxxxxxx, Xxxxxxxxxx 00000 (the “Company”),
Xxxx
Xxxx, an individual (“Xxxx”),
and
Xxxx Xxxx Productions MMA, LLC, a New Jersey limited liability company
(“Consultant”
and
collectively with the Company and Xxxx, the “Parties”),
with
reference to the following facts:
WHEREAS,
the Company acknowledges that Xxxx actively promotes boxing events and owns
a
boxing promotion business;
WHEREAS,
Consultant acknowledges that the Company desires to engage Xxxx’x services, and
that the Company’s sole reason for entering into this Agreement is to retain
Xxxx’x services;
WHEREAS,
the Company desires to retain Consultant pursuant to the terms
hereof;
WHEREAS,
the Consultant and Xxxx desire to commit to an agreement with the Company
pursuant to which Consultant and Xxxx will provide services to the Company
for a
period of three years, from October 1, 2006 till September 30, 2009 (the
“Term”);
and
NOW,
THEREFORE, the Company and Consultant and Xxxx desire to set forth in this
Agreement the terms and conditions of the Consultant’s and Xxxx’x engagement by
the Company.
ARTICLE
I
CONSULTING
ENGAGEMENT; TERM; DUTIES
1.1 Conditions
Precedent.
The
Company’s obligations hereunder (including, but not limited to, payment of any
and all sums payable to Consultant by Company) are expressly conditioned upon
the successful closing of that certain private offering by Pro Elite, Inc.,
a
New Jersey corporation (“Pro
Elite”),
on
October 3, 2006 (the “Private
Offering”).
1.2 Engagement.
Upon
the terms and conditions hereinafter set forth, the Company hereby engages
Consultant and Xxxx, and Consultant and Xxxx hereby accept engagement to provide
consulting services, and Xxxx hereby accepts engagement to serve as President
(“President”)
of MMA
Live, Inc., a wholly owned subsidiary of the Company (the “Subsidiary”).
The
Consultant’s and Xxxx’x services shall include those services relating to the
business requested from time to time by an executive officer or the Board of
Directors (the “Board”)
of the
Company, including, but not limited to, the following:
1.2.1 Advise
the Company in matters pertaining to it business, operations and industry;
1.2.2 Assist
the Company in schedule and event production;
1.2.3 Assist
the Company in:
(a) business
strategy,
(b) sponsorship
presentations and opportunities,
(c) management
and selection of fighters,
(d) business
operations,
(e) corporate
governance, and
(f) negotiations
and consultations for media coverage contracts, including, but not limited
to,
distribution and licensing agreements
(the
“Services”).
1.2.4 Duties
as President.
Xxxx
shall perform such duties for the Subsidiary as are prescribed by applicable
job
specifications for the President, the Bylaws of the Subsidiary and such other
or
additional duties as may be assigned to him from time to time by the Board
of
Directors of the Company (the “Board”),
1.2.5 Consultant
and Xxxx shall use their best efforts and abilities faithfully and diligently
to
promote the Company’s business interests and to perform the Services. For so
long as Consultant is engaged to Company, both Consultant and Xxxx shall use
their best efforts to not, directly or indirectly, either as an employee,
employer, consultant, agent, investor, principal, partner, stockholder (except
as the holder of less than 1% of the issued and outstanding stock of a publicly
held corporation), corporate officer or director, or in any other individual
or
representative capacity, engage or participate in any business that is in
competition in any manner whatsoever with the business of the Company Group,
which includes Real Sport, Inc., I-Fight, Inc., MMA Live, Inc., and other
entities the Company may form in the future, as such businesses are now or
hereafter conducted. Subject to the foregoing prohibition and provided such
services or investments do not violate any applicable law, regulation or order,
or interfere in any way with the faithful and diligent performance by Consultant
of the services to the Company otherwise required or contemplated by this
Agreement, the Company expressly acknowledges that Consultant and Xxxx
may:
(a) make
and
manage personal business investments of Consultant’s choice without consulting
the Board; and
(b) serve
in
any capacity with any non-profit civic, educational or charitable organization
without consulting with the Board.
1.2.6 For
purposes of this Agreement, the business of the Company shall not include
boxing, or the management or promotion of boxing events. The
business of the Company shall include: (i) Mixed Martial Arts, and the
production, distribution, merchandising, marketing, advertising, promotion
thereof, (ii) online social networking and online depository for any and all
sports and physical activities, (iii) maintenance, upgrade and servicing of
Company’s websites on the world wide web related to any and all sports and
physical activities, (iv) online social networking technology &
services.
2
1.3 Covenants
of Consultant
1.3.1 Reports.
Consultant shall use its best efforts and skills to truthfully, accurately,
and
promptly make, maintain, and preserve all records and reports that the Company
may, from time to time, request or require, fully account for all money,
records, equipment, materials, or other property belonging to the Company of
which it may have custody, and promptly pay and deliver the same whenever it
may
be directed to do so by the Board.
1.3.2 Rules
and Regulations.
Consultant and Xxxx shall obey all rules, regulations and special instructions
of the Company and all other rules, regulations, guides, handbooks, procedures,
policies and special instructions applicable to the Company’s business in
connection with its duties hereunder and shall endeavor to improve its ability
and knowledge of the Company’s business in an effort to increase the value of
its services for the mutual benefit of the Company and the
Consultant.
1.3.3 Opportunities.
Consultant and Xxxx shall make all business opportunities of which it becomes
aware that are relevant to the Company’s business available to the Company, and
to no other person or entity or to himself individually.
ARTICLE
II
COMPENSATION
2.1 Consideration.
During
the Term, for all services rendered by Consultant hereunder and all covenants
and conditions undertaken by both Parties pursuant to this Agreement, the
Company shall pay, as full consideration for the Services the sum of $250,000
per year through September 30, 2007, and at the amount determined by the Company
thereafter, but not less than an increase of 5% per Year (“Consulting Fee”).
This Consulting Fee shall be payable in accordance with the normal payroll
practices of the Company. For purposes of this Agreement, “Year”
shall
mean the twelve-month period beginning on October 1 and ending on September
30
of the following year.
2.2 Performance
and Review.
Consultant’s performance will be reviewed on no less than an annual basis.
2.3 Bonus.
Consultant may receive a bonus at the end of each Year, based on the performance
criteria established by the Company’s Board in its sole discretion.
2.4 Company
Shares.
Xxxx
received 100 shares of the Common Stock of the Company (the “RSI Shares”),
representing 10% of the Company’s outstanding capital stock prior to the Private
Offering. Xxxx understands and agrees that the RSI Shares will be exchanged
for
2,500,000 shares of Pro Elite, Inc. (“Pro Elite”) (the “Pro Elite Shares”) as
part of a financing of $10,000,000. The Pro Elite Shares shall be subject to
the
provisions set forth below in Section 4.3.
3
2.5 Benefits.
If Xxxx
closes his boxing business, the Company shall offer Xxxx employee benefits
for
him, his wife and his minor children, if any, in the form of health care
insurance, life insurance, disability insurance, retirement programs, etc.,
as
is provided to its executive employees. If the Company does not provide employee
benefits to its executive employees at the time Xxxx elects to receive such
employee benefits, the Company will provide to Xxxx health, dental, vision
and/or supplemental disability insurance that is normally provided to executive
employees in the sports promotion industry for him, his spouse and his minor
children, if any, until the Company offers health care insurance to its
executive employees, upon which Xxxx shall receive the same employee benefits
as
is provided to the Company’s executive employees.
ARTICLE
III
BUSINESS
EXPENSES
3.1 Business
Expenses.
Consultant will be reimbursed for all reasonable, out-of-pocket business
expenses incurred in the performance of his duties on behalf of the Company,
subject to the following: (a) all expenses are to be submitted to the Company
every 2 weeks on formal expense sheets; and (b) all expenses over $10,000
require prior approval and submission of appropriate supporting documentation.
3.1.1 Xxxx
shall be entitled to “first” class air travel accommodations for domestic travel
and “business” class air travel accommodations for international travel. Subject
to the Board’s reasonable discretion, the Company shall provide “first class”
domestic air travel for Xxxx’x spouse. All travel arrangements and
accommodations shall be handled through the
Company or
as
mutually agreed.
3.1.2 The
Company shall provide Xxxx with housing allowances in the Los Angeles area,
so
long as the requested amount is deemed reasonable in the Company’s judgment.
ARTICLE
IV
TERMINATION
OF ENGAGEMENT
4.1 Term
Consultant’s
engagement pursuant to this Agreement shall terminate on the earliest to occur
of the following:
4.1.1 upon
the
death of Xxxx (“Death”);
4.1.2 upon
the
delivery to Consultant of written notice of termination by the Company if Xxxx
shall suffer a physical or mental disability or illness which renders Xxxx,
in
the reasonable judgment of the Board, unable to perform his duties and
obligations under this Agreement for either 60 consecutive days or 180 days
in
any 12-month period (“Disability”);
4.1.3 upon
delivery to Consultant of written notice of termination by the Company For
Cause;
or
4
4.1.4 upon
the
delivery to Company from Consultant for Good Reason.
4.2 Certain
Definitions.
For
purposes of this Agreement, the following terms shall have the following
meanings:
4.2.1 “For
Cause”
shall
mean, in the context of a basis for termination of Consultant’s engagement by
the Company, that:
(a) Consultant
or Xxxx is convicted
of, or pleas nolo
contendere
(no
contest) to, any crime (whether or not involving the Company) constituting
a
felony in the jurisdiction involved;
(b) Consultant’s
or Xxxx’x willful misconduct in the performance of Consultant’s duties
hereunder;
(c) Consultant’s
or Xxxx’x xxxxx negligence in the performance of its or his duties hereunder or
willful and repeated failure or refusal to perform such duties as may be
delegated to Consultant by Company; or
(d) Consultant
is in material breach of any provision of this Agreement.
4.2.2 “Good
Reason”
giving
rise to Consultant’s right to terminate this Agreement means if
Consultant claims that Company has materially breached this Agreement,
Consultant shall have first provided written notice to Company of any such
claimed material breach with exact details of the claimed material breach and
Company shall have had fourteen
(14)
days
from the date of receipt of such written notice to cure any such breach; if
curable, and in the event Company does so cure such breach within said
fourteen
(14)
days,
such claimed breach shall not constitute good reason or a breach of this
Agreement.
4.3 Effect
of Termination.
Subject
to Section 4.4 and pursuant
to
Section 2.4, the Pro Elite Shares shall be subject to the
following:
(a) In
the
event that the services of Consultant hereunder are terminated by the Company
For Cause or Consultant
terminates this Agreement without good reason prior to the first anniversary
of
this Agreement, 75% of Pro Elite’s Shares shall be automatically returned to the
Company and cancelled without any payment to Xxxx;
and
(b) In
the
event that the services of Consultant hereunder are terminated by the Company
For Cause
or
Consultant terminates this Agreement without good reason after the first
anniversary but prior to the second anniversary of this Agreement, 50% of Pro
Elite’s Shares shall be automatically returned to the Company and cancelled
without any payment to Xxxx.
4.4 Change
in Control.
In the
event of a “Change in Control,” as defined below, (i) Consultant shall have the
right to terminate this Agreement, (ii) all Pro Elite Shares granted to Xxxx
shall not be subject to Section 4.3, and (iii) upon Consultant’s written notice
to Company of its intent to terminate, this Agreement will be terminated 14
days
after receipt of such notice and the Company and Consultant shall have no
further obligation or duties to each other, except as provided in Articles
V and
VI.
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4.4.1 For
purposes of this Agreement a “Change in Control” shall mean and be determined to
have occurred if (A) any person (“Person”) (as such term is used in Sections
13(d) and 14(d) of the Securities and Exchange Act of 1934, as amended) (the
“Exchange Act”) is or becomes the beneficial owner (“Beneficial Owner”) (as
defined in Rule 13d-3 promulgated under the Exchange Act), directly or
indirectly, of securities of the Company representing fifty one percent (51
%)
or more of the combined voting power of the then outstanding securities of
the
Company; (B) during any period of two (2) years, a majority of the members
of
the Board is replaced by directors who were not nominated and approved by the
Board; or (C) the Company is combined with or acquired by another company and
the Board shall have determined, either before such event or thereafter, by
resolution, that a Change in Control will occur or has occurred.
ARTICLE
V
INVENTIONS
AND TRADEMARK; CONFIDENTIAL INFORMATION; NON-
DISCLOSURE;
UNFAIR COMPETITION; CONFLICT OF INTEREST
5.1 Inventions
and Trademark.
All
ideas, inventions, trademarks, proprietary information, know-how, processes
and
other developments or improvements developed by Consultant, alone or with
others, during the Term, that are within the scope of Company’s business
operations or that relate to Company’s work or projects, are the exclusive
property of Company. In that regard, Consultant and Xxxx agree to disclose
promptly to Company any and all inventions, discoveries, trademarks, proprietary
information, know-how, processes or improvements, patentable or otherwise,
that
it and/or he may make from the beginning of Consultant’s engagement until the
termination thereof, that relate to the business of Company, whether such is
made solely or jointly with others. Consultant and Xxxx further agree that,
during the Term, it and he will provide Company with a reasonable level of
assistance, at Company’s sole option and expense, to obtain patents in the
United States of America, or elsewhere on any such ideas, inventions, trademarks
and other developments, and agrees to execute all documents necessary to obtain
such patents in the name of Company.
5.2 Confidential
Information.
Consultant and Xxxx shall hold and keep confidential for the benefit of Company
all secret or confidential information, files, documents other media in which
confidential information is contained, knowledge or data (collectively the
“Confidential Information”) relating to Company or any of its affiliated
companies, and their respective businesses, which shall have been obtained
by
Consultant and/or Xxxx during Consultant’s engagement by the Company or any of
its affiliated companies. Confidential Information does not include information
that is already public knowledge at the time of disclosure (other than by acts
by Consultant or its representatives in violation of this Agreement) or that
is
provided to Consultant by a third party without an obligation with Company
to
maintain the confidentiality of such information. After termination of
Consultant’s engagement with Company, neither Consultant nor Xxxx shall, without
the prior written consent of Company, or as may otherwise be required by law
or
legal process, communicate or divulge any Confidential Information to anyone
other than Company and those designated by it. Consultant and Xxxx shall
acknowledge that all confidential documents are and shall remain the sole and
exclusive property of Company regardless of who originally acquired the
confidential documents. Consultant and Xxxx agree to return to Company promptly
upon the expiration or termination of Consultant’s engagement or at any other
time when requested by Company, any and all property of Company, including,
but
not limited to, all confidential documents and copies thereof in his possession
or control. Any loss resulting from a breach of the foregoing obligations by
Consultant and Xxxx to protect the Confidential Information could not be
reasonably or adequately compensated in damages in an action at law. Therefore,
in addition to other remedies provided by law or this Agreement, Company shall
have the right to obtain injunctive relief, in the appropriate court, at any
time, against the dissemination by Consultant and/or Xxxx of the Confidential
Information, or the use of such information by Consultant and/or Xxxx in
violation hereof.
6
5.2.1 Restriction
on Use of Confidential/Trade Secret Information.
Consultant and Xxxx agree that their use of confidential/trade secret
information is subject to the following restrictions for an indefinite period
of
time so long as the confidential/trade secret information has not become
generally known to the public:
(a) Non-Disclosure.
Consultant and Xxxx agree that they will not publish or disclose, or allow
to be
published or disclosed, confidential/trade secret information to any person
without the prior written authorization of the Company unless pursuant to
Consultant’s job duties to the Company under this Agreement.
(b) Non-Removal/Surrender.
Consultant and Xxxx agree that they will not remove any confidential/trade
secret information from the offices of the Company or the premises of any
facility in which the Company is performing services, except pursuant to its
duties under this Agreement. Consultant and Xxxx further agree that they shall
surrender to the Company all documents and materials in its possession or
control which contain confidential/trade secret information and which are the
property of the Company upon the termination of this Agreement, and that it
shall not thereafter retain any copies of any such materials.
5.2.2 Non-Solicitation
of Customers/Prohibition Against Unfair Competition.
Consultant and Xxxx agree that at no time after its engagement by the Company
will either of them engage in competition with the Company while making any
use
of the Company’s confidential/trade secret information. Consultant and Xxxx
agree that they will not directly or indirectly accept or solicit, whether
as an
employee, independent contractor or in any other capacity, the business of
any
customer of the Company with whom Consultant worked or otherwise had access
to
the Company’s confidential/trade secret information pertaining to its business
with that customer during the last year of Consultant’s engagement by the
Company.
5.3 Non-Solicitation
During Engagement.
Consultant and Xxxx shall not during Consultant’s engagement inappropriately
interfere with the Company’s business relationship with its customers or
suppliers or solicit any of the employees of the Company to leave the employ
of
the Company.
5.4 Non-Solicitation
of Consultants.
Consultant and Xxxx agree that, for one year following the termination of
Consultant’s engagement, neither shall, directly or indirectly, ask or encourage
any of the Company’s employees to leave their employment with the Company or
solicit any of the Company’s employees for employment,
except
for those employees or consultants currently employed by Xxxx or the Consultant
who later become employed by the Company.
7
5.5 Breach
of Provisions.
If the
Consultant or Xxxx breach any of the provisions of this Section 5, or in the
event that any such breach is threatened by either Consultant or Xxxx, in
addition to and without limiting or waiving any other remedies available to
the
Company at law or in equity, the Company shall be entitled to immediate
injunctive relief in any court, domestic or foreign, having the capacity to
grant such relief, to restrain any such breach or threatened breach and to
enforce the provisions of this Section 5.
5.6 Reasonable
Restrictions.
The
parties acknowledge that the foregoing restrictions, as well as the duration
and
the territorial scope thereof as set forth in this Section 5, are under all
of
the circumstances reasonable and necessary for the protection of the Company
and
its business.
5.7 Definition.
For
purposes of this Article
V,
the term
“Company”
shall
be deemed to include any parent, subsidiary or affiliate of the
Company.
ARTICLE
VI
MISCELLANEOUS
6.1 Binding
Effect; Assignment.
This
Agreement shall be binding upon and inure to the benefit of the Parties and
their respective legal representatives, heirs, distributees, successors and
assigns. Consultant may not assign any of its rights and obligations under
this
Agreement. The Company may assign its rights and obligations under this
Agreement to any successor entity.
6.2 Independent
Contractor: Limitation of Liability.
The
Consultant is an independent contractor to the Company, and nothing herein
shall
be deemed to constitute the Consultant, Xxxx, or any of its/his agents as an
employee or agent of the Company. Consultant has no power or authority to bind
the Company, and shall not make any representation or statement that it has
such
power.
6.3 Indemnification.
The
Company shall indemnify, defend and hold harmless Consultant to the fullest
extent permitted by law from any and all actions, complaints, disputes,
arbitrations, investigations, guarantees, including but not limited to personal
guarantees of loans or any other obligation or any other guaranty or the like
signed by Consultant on behalf of the Company, or any other proceedings of
any
kind whatsoever, or threats thereof (“Claims”) and any and all damages, losses,
expenses (including without limitation reasonable attorneys’ fees, disbursements
and other charges of counsel incurred by Consultant and selected by Company)
or
other liabilities, contingent or otherwise, of any kind whatsoever arising
from
or relating to any aspect of Consultant’s relationship with the Company and/or
with regard to any personal guaranty signed by Consultant on behalf of the
Company, and any current or future subsidiary or affiliates, the performance
of
any of Consultant’s duties hereunder, or otherwise arising from or relating to
any aspect of Consultant’s relationship with the Company and any current or
future subsidiary or affiliates, the performance of any of Consultant’s duties
hereunder, or otherwise arising from or relating to any action or inaction
of
Consultant while serving as an officer or director of the Company or, if
applicable, as an officer or director of the Company, or, if applicable, as
an
officer or director of any other entity or as a fiduciary of any benefit plan,
including without limitation any personal liability of any kind under any law,
rule, regulation, agreement or understanding applicable to the Company and
the
persons who serve as officers and directors thereof or any subsidiary or
affiliate thereof, in all cases relating to matters occurring after October
3,
2006, during the Term or thereafter unless a result of Consultant’s gross
negligence or willful misconduct. The Company shall cover the Consultant under
general liability insurance, errors and omissions insurance (if any) and any
other Company insurance, both during and, while potential liability exists,
after the Term in the same amount and to the same extent as the Company covers
its other officers and directors and will make available to Consultant any
certificates of the foregoing.
8
6.4 Notices.
Any
notice provided for herein shall be in writing and shall be deemed to have
been
given or made (a) when personally delivered or (b) when sent by telecopier
and
confirmed within 48 hours by letter mailed or delivered to the party to be
notified at its or his/hers address set forth herein; or three days after being
sent by registered or certified mail, return receipt requested, (or by
equivalent xxxxxxx with delivery documentation such as FEDEX or UPS) to the
address of the other party set forth or to such other address as may be
specified by notice given in accordance with this section 6.2:
|
If
to the Company:
|
Real
Sport, Inc.
0000
Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxx
Xxxxxxx, Xxxxxxxxxx 00000
Telephone: (___)
_____-______
Facsimile: (___)
_____-______
Attention: __________________
|
|
With
a copy to:
|
Xxxxx
Xxxxxxxx, Esq.
Xxxx
& Xxxxx
0000
Xxxxxxx Xxxx Xxxx, 00xx
Xxxxx
Xxx
Xxxxxxx, Xxxxxxxxxx 00000
|
|
If
to Xxxx:
|
Xxxx
Xxxx
________________________________
________________________________
Telephone:
(___) ___-____
Facsimile:
(___) ___-____
|
|
If
to Consultant:
|
Xxxx
Xxxx Productions MMA, LLC
________________________________
________________________________
________________________________
Telephone: (___)
___-____
Facsimile:
(___) ___-____
Attention:
Xxxx Xxxx
|
9
6.5 Severability.
If any
provision of this Agreement, or portion thereof, shall be held invalid or
unenforceable by a court of competent jurisdiction, such invalidity or
unenforceability shall attach only to such provision or portion thereof, and
shall not in any manner affect or render invalid or unenforceable any other
provision of this Agreement or portion thereof, and this Agreement shall be
carried out as if any such invalid or unenforceable provision or portion thereof
were not contained herein. In addition, any such invalid or unenforceable
provision or portion thereof shall be deemed, without further action on the
part
of the parties hereto, modified, amended or limited to the extent necessary
to
render the same valid and enforceable.
6.6 Waiver.
No
waiver by a party hereto of a breach or default hereunder by the other party
shall be considered valid, unless expressed in a writing signed by such first
party, and no such waiver shall be deemed a waiver of any subsequent breach
or
default of the same or any other nature.
6.7 Entire
Agreement.
This
Agreement sets forth the entire agreement between the Parties with respect
to
the subject matter hereof, and supersedes any and all prior agreements between
the Company and Consultant, whether written or oral, relating to any or all
matters covered by and contained or otherwise dealt with in this Agreement.
This
Agreement does not constitute a commitment of the Company with regard to
Consultant’s engagement, express or implied, other than to the extent expressly
provided for herein.
6.8 Amendment.
No
modification, change or amendment of this Agreement or any of its provisions
shall be valid, unless in writing and signed by the party against whom such
claimed modification, change or amendment is sought to be enforced.
6.9 Authority.
The
Parties each represent and warrant that it or he has the power, authority and
right to enter into this Agreement and to carry out and perform the terms,
covenants and conditions hereof.
6.10 Attorneys’
Fees.
If
either party hereto commences an arbitration or other action against the other
party to enforce any of the terms hereof or because of the breach by such other
party of any of the terms hereof, the prevailing party shall be entitled, in
addition to any other relief granted, to all actual out-of-pocket costs and
expenses incurred by such prevailing party in connection with such action,
including, without limitation, all reasonable attorneys’ fees, and a right to
such costs and expenses shall be deemed to have accrued upon the commencement
of
such action and shall be enforceable whether or not such action is prosecuted
to
judgment.
6.11 Titles.
The
titles of the sections of this Agreement are inserted merely for convenience
and
ease of reference and shall not affect or modify the meaning of any of the
terms, covenants or conditions of this Agreement.
6.12 Applicable
Law; Choice of Forum.
This
Agreement, and all of the rights and obligations of the parties shall be
governed by and construed in accordance with the substantive laws of the State
of California without giving effect to principles relating to conflicts of
law.
10
6.13 Arbitration.
6.13.1 Scope.
To the
fullest extent permitted by law, Consultant and the Company agree to the binding
arbitration of any and all controversies, claims or disputes between them
arising out of or in any way related to this Agreement and any disputes upon
termination of engagement, including but not limited to breach of contract,
tort, discrimination, harassment, wrongful termination, demotion, discipline,
failure to accommodate, family and medical leave, compensation or benefits
claims, constitutional claims; and any claims for violation of any local, state
or federal law, statute, regulation or ordinance or common law. For the purpose
of this agreement to arbitrate, references to “Company” include all parent,
subsidiary or related entities and their Consultants, supervisors, officers,
directors, agents, pension or benefit plans, pension or benefit plan sponsors,
fiduciaries, administrators, affiliates and all successors and assigns of any
of
them, and this agreement to arbitrate shall apply to them to the extent
Consultant’s claims arise out of or relate to their actions on behalf of the
Company.
6.13.2 Arbitration
Procedure.
To
commence any such arbitration proceeding, the party commencing the arbitration
must provide the other party with written notice of any and all claims forming
the basis of such right in sufficient detail to inform the other party of the
substance of such claims. In no event shall this notice for arbitration be
made
after the date when institution of legal or equitable proceedings based on
such
claims would be barred by the applicable statute of limitations. The arbitration
will be conducted in Los Angeles, California, by a single neutral arbitrator
and
in accordance with the then-current rules for resolution of the American
Arbitration Association (“AAA”).
The
Arbitrator is to be selected by the mutual agreement of the Parties. If the
Parties cannot agree, the Superior Court will select the arbitrator. The parties
are entitled to representation by an attorney or other representative of their
choosing. The arbitrator shall have the power to enter any award that could
be
entered by a judge of the trial court of the State of California, and only
such
power, and shall follow the law. The award shall be binding and the Parties
agree to abide by and perform any award rendered by the arbitrator. The
arbitrator shall issue the award in writing and therein state the essential
findings and conclusions on which the award is based. Judgment on the award
may
be entered in any court having jurisdiction thereof. The Company shall bear
the
costs of the arbitration filing and hearing fees and the cost of the
arbitrator.
6.14 This
Agreement shall not be terminated by any voluntary or involuntary dissolution
of
the Company resulting from either a merger or consolidation in which the Company
is not the consolidated or surviving corporation, or a transfer of all or
substantially all of the assets of the Company. In the event of any such merger
or consolidation or transfer of assets, Consultant’s rights, benefits and
obligations hereunder shall be assigned to the surviving or resulting
corporation or the transferee of the Company’s assets.
[Signature
page to follow]
11
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day
and year first above written.
|
Xxxx
Xxxx Productions MMA, LLC
By:
_______________________________
Name:
________________________
Title:
________________________
|
Real
Sport, Inc. a California corporation
By:
_______________________________
Name:
________________________
Title:
________________________
|
|
____________________________________
Xxxx
Xxxx
|
12
