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Audie Attar / JR Rickert Joint Venture Agreement

Audie Attar / JR Rickert Joint Venture Agreement

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Published by: Darren Adam Heitner on May 28, 2012
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07/10/2012

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JOINT VENTURE AGREEMENT
STATE OF CALIFORNIAThis Agreement, made this 19
th
day of October, 2009 by and between AUDIE A.ATTAR, (“ATTAR,”) and JR RICKERT, (“RICKERT.”)(collectively, “Associates” or “Parties”)WHEREAS, ATTAR is a resident of the State of California, with a current andlegal address being 2203 Watermarke Place, Irvine, California 92612, and RICKERT’Scurrent and legal address being: 16 Brendan Lane, Niskayuna, New York 12309WHEREAS, a joint venture business agreement is contemplated between the parties hereto in the immediate future;WHEREAS, both parties were Associates of All Pro Sports & Entertainment, Inc.(“APS&E”) a sports representation firm based in Denver, Colorado;WHEREAS, both parties had formal agreements with All Pro Sports &Entertainment, Inc. which have expired/terminated;WHEREAS, ATTAR seeks to bring a termination to his agreement with All ProSports & Entertainment, Inc. with initiating claims in a court of competent jurisdictionagainst All Pro Sports & Entertainment;WHEREAS, ATTAR states and alleges that All Pro Sports & Entertainment oweshim a sum of over $ 14,000 for commissions due;WHEREAS, ATTAR is willing to forgo his claim to funds in exchange for anacceptance to this Joint Venture Agreement;WHEREAS, ATTAR agrees to work exclusively with RICKERT for a period of three (3) calendar years from the date of execution of this agreement;WHEREAS, ATTAR and RICKERT shall split the net proceeds of allcommissions earned on players signed to representation agreements after the date of theexecution of this agreement, as detailed below in this Agreement, and net proceeds shall be defined as revenue earned after all necessary expenses have been reimbursed;WHEREAS, ATTAR and RICKERT hereby agree to a mutual binding of threecalendar years, and agree to continue revenue sharing indefinitely for clients signedduring the said three year period beginning from the date of this Joint Venture Agreement; NOW, THEREFORE, for and in consideration of the premises, the entering into of a formal agreement between the Parties, and considerations herein referred to and infurther consideration, it is hereby mutually agreed by the Parties as follows:
 
1.ATTAR hereby retains all rights and privileges to conduct business as a certifiedcontract advisor under any entity of his choice, and in doing so, must disclose any and all potential clients that he is hereby formally affiliated with RICKERT. ATTAR herebyagrees to disclose the existence of his affiliation with RICKERT to the NFLPA.Furthermore, ATTAR agrees to abide by any and all NFLPA regulations and rules in therepresentation of NFL players.2.RICKERT hereby retains all rights and privileges to conduct business as acertified contract advisor under any entity of his choice, and in doing so, must discloseany and all potential clients that he is hereby formally affiliated with ATTAR. RICKERThereby agrees to disclose the existence of his affiliation with ATTAR to the NFLPA.Furthermore, RICKERT agrees to abide by any and NFLPA regulation and rules in therepresentation of NFL Players.3.In the event that any and all of RICKERT’S affiliates, including APS&E, can prove a competing interest with any of ATTAR’S affiliates for the hiring or services of any player as a client, the Parties hereby agree that any and all commissions earned shall by equally divided on a 50/50 basis between ATTAR and RICKERT. A competinginterest includes if one of the parties, or Party’s own affiliates, has a direct contact or relationship with someone who has direct contact with the recruit. Such as a familymember, high school coach, college coach, college teammate, close friend, or girlfriend.Any compensation or fee split agreement between Parties and their own separateaffiliates, including APS&E, is solely between Parties and their own affiliates. Partiesagree to indemnify and hold harmless any claims for compensation or fee split that arisesfrom disputes between Parties and their own affiliates. For example, if APS&E has adispute on fee split with regards to a recruit that falls under the aforementioned competinginterest, that dispute shall be the sole responsibility of RICKERT and APS&E, and notATTAR.4.ATTAR hereby consents to a binding non-compete clause with RICKERT and allaffiliates that RICKERT discloses to ATTAR in SCHEDULE A. This non-competeclause shall be enforceable based upon the provisions in the NFLPA regulations thatgovern certified contract advisors. In addition, ATTAR hereby agrees to disclose a list of college and professional players with RICKERT on a monthly basis. RICKERT shallretain the right to “opt out” of the recruiting process of any potential clients with ATTAR,and will disclose the rationale of this decision to ATTAR. RICKERT shall also retain theright to forgo the financial sponsorship of the training of any prospects based upon the pre-draft rating and/or cost prohibitive measures. In the event that RICKERT shouldexercise either of these options, RICKERT acknowledges that it will impact his right to
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collect commissions. In addition, should RICKERT “opt out”, then the same potentialclients(s) shall still count as one of the six, as referenced in paragraph 7 of this agreement.Furthermore, should RICKERT “opt out” RICKERT’S name will be removed from theSRA.5.RICKERT hereby consents to a binding non-compete clause with ATTAR and allaffiliates that ATTAR discloses to RICKERT in SCHEDULE B. This non-competeclause shall be enforceable based upon the provisions in the NFLPA regulations thatgovern certified contract advisors. RICKERT hereby agrees to disclose a list of collegeand professional prospects with ATTAR on a monthly basis.6.BOTH RICKERT AND ATTAR hereby agree that any and all SRA’s (StandardRepresentation Agreements) submitted after the date of execution of this agreement, mustcontain both the signatures of JR Rickert and Audie A. Attar. The primary agent shall bedefined as the one who has the most direct lead to the client. This does not in any wayalter the revenue sharing process defined in this Agreement. In addition, Parties agree thata reasonable effort will be made to submit SRAs for all professional clients that utilizeany services provided by ATTAR, or his entity. Said SRAs will only be submitted whenrenewal or new SRAs are to be executed.ATTAR AND RICKERT hereby agree that ATTAR is only to receivecompensation on Cameron Morrah and Chris Ogbonnaya on a 60/40 fee split (60% toRickert and 40% to Attar). An SRA will be resubmitted to the NFLPA for both Morrahand Ogbonnaya to reflect ATTAR first, RICKERT second, and Peter Schaffer, third.Furthermore, ATTAR’s name shall appear first on the SRA for half of the aforementionedclients listed. Furthermore, in the immediate time frame, all the aforementioned clientsmust sign a consent form that states ATTAR and RICKERT are partners and ATTAR has permission to use their name as a client. ATTAR will conduct Internet marketing and public relations for six (6) players of RICKERT, and affiliates. However, the agreement between RICKERT and ATTAR will clearly stipulate that ATTAR is not entitled to acommission of any type, on those said 6 existing RICKERT players, but the expenses for the marketing for those 6 RICKERT players will be handled by RICKERT. BothRICKERT AND ATTAR may utilize any and all of each other’s existing clients in mailcorrespondence and /or marketing material for recruiting purposes.7.
Revenue Sharing Provision
: Parties hereby agree that future revenue sharing of  players will be as follows:Parties will exclusively identify and jointly work on the recruitment of six (6) players per year. Said players will be identified and disclosed by August 15
th
on a yearly
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