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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 and legal address being 2203 Watermarke Place, Irvine, California 92612, and RICKERT’S current and legal address being: 16 Brendan Lane, Niskayuna, New York 12309 WHEREAS, 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 Pro Sports & Entertainment, Inc. with initiating claims in a court of competent jurisdiction against All Pro Sports & Entertainment; WHEREAS, ATTAR states and alleges that All Pro Sports & Entertainment owes him a sum of over $ 14,000 for commissions due; WHEREAS, ATTAR is willing to forgo his claim to funds in exchange for an acceptance 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 all commissions earned on players signed to representation agreements after the date of the execution 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 three calendar years, and agree to continue revenue sharing indefinitely for clients signed during 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 in further consideration, it is hereby mutually agreed by the Parties as follows:
1. ATTAR hereby retains all rights and privileges to conduct business as a certified contract 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 hereby agrees 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 the representation of NFL players. 2. RICKERT hereby retains all rights and privileges to conduct business as a certified contract 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 ATTAR. RICKERT hereby 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 the representation 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 competing interest 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 family member, high school coach, college coach, college teammate, close friend, or girlfriend. Any compensation or fee split agreement between Parties and their own separate affiliates, including APS&E, is solely between Parties and their own affiliates. Parties agree to indemnify and hold harmless any claims for compensation or fee split that arises from disputes between Parties and their own affiliates. For example, if APS&E has a dispute on fee split with regards to a recruit that falls under the aforementioned competing interest, that dispute shall be the sole responsibility of RICKERT and APS&E, and not ATTAR. 4. ATTAR hereby consents to a binding non-compete clause with RICKERT and all affiliates that RICKERT discloses to ATTAR in SCHEDULE A. This non-compete clause shall be enforceable based upon the provisions in the NFLPA regulations that govern certified contract advisors. In addition, ATTAR hereby agrees to disclose a list of college and professional players with RICKERT on a monthly basis. RICKERT shall retain 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 the right 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 should exercise either of these options, RICKERT acknowledges that it will impact his right to
collect commissions. In addition, should RICKERT “opt out”, then the same potential clients(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 the SRA. 5. RICKERT hereby consents to a binding non-compete clause with ATTAR and all affiliates that ATTAR discloses to RICKERT in SCHEDULE B. This non-compete clause shall be enforceable based upon the provisions in the NFLPA regulations that govern certified contract advisors. RICKERT hereby agrees to disclose a list of college and professional prospects with ATTAR on a monthly basis. 6. BOTH RICKERT AND ATTAR hereby agree that any and all SRA’s (Standard Representation Agreements) submitted after the date of execution of this agreement, must contain both the signatures of JR Rickert and Audie A. Attar. The primary agent shall be defined as the one who has the most direct lead to the client. This does not in any way alter the revenue sharing process defined in this Agreement. In addition, Parties agree that a reasonable effort will be made to submit SRAs for all professional clients that utilize any services provided by ATTAR, or his entity. Said SRAs will only be submitted when renewal or new SRAs are to be executed. ATTAR AND RICKERT hereby agree that ATTAR is only to receive compensation on Cameron Morrah and Chris Ogbonnaya on a 60/40 fee split (60% to Rickert and 40% to Attar). An SRA will be resubmitted to the NFLPA for both Morrah and 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 aforementioned clients listed. Furthermore, in the immediate time frame, all the aforementioned clients must 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 a commission 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. Both RICKERT AND ATTAR may utilize any and all of each other’s existing clients in mail correspondence 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 15th on a yearly
basis. Furthermore, Parties agree to disclose to each other all professional targeted for recruiting. The responsibilities of recruiting will be as follows: ATTAR, and affiliates, will make initial contact and put forth all recruiting efforts; develop prospective client/player presentation that acknowledges both Parties; solidify final meeting with prospective client/player; and the overall development and maintenance of relationship with prospective client/player. RICKERT, and affiliates, will provide and facilitate all financial support and payment of reasonable expenses associated with the recruitment of identified and sharedprospective clients/players that both RICKERT and ATTAR mutually agree upon. In addition, should any prospective client/player be projected first or second round (pursuant to National Scouting Report or Blesto Scouting report) RICKERT shall participate in final meeting with prospective client/player. RICKERT further agrees to provide the following financial support, including but not limited to: reasonable recruiting expenses, Pre-draft Combine training, housing, nutrition/meals, rental car, flights, and hotels for prospects that RICKERT and ATTAR mutually agree upon. ATTAR and RICKERT further agree that all current clients/players and all prospective clients/players will receive an integrated/interactive marketing and public relations service, including but not limited to: Myspace, Facebook, Twitter, Personal Website, and Blog. RICKERT agrees to provide a $1000.00 yearly budget per client for said marketing services. All expenses, including those related to the integrated/interactive marketing and public relations service, incurred for individual prospective client/player will be reimbursed when said player’s contract fee is paid to Parties. All expenses must be approved, in writing, by both Parties. Payment of shared commissions will be distributed simultaneously and separately to each party by any financial adviser in charge of players’ finances and bills. RICKERT is free to recruit a player and sign a player, with out any needed services from ATTAR and is entitled to keep 100% commission, and vice versa. Only players identified, in writing, pursuant to this Agreement shall entitled Parties to the 50-50 split addressed in paragraph 7 of this Agreement. Said 50-50 split is after the reimbursement of expenses (as indicated in this Agreement) and after the commission percentage paid to the lead agent with a revenue sharing agreement with ATTAR or any of ATTAR’s entities. For example, a partner or independent contractor that recruits a client will be compensated as follows: First, expenses will be reimbursed; Second, the partner or independent contractor will receive his applicable commission percentage of the remaining amount after expenses; Third, the remaining amount after expense reimbursement and commission to the partner or independent contractor shall be split 5050 between RICKERT AND ATTAR, or ATTAR’s entity. For purposes of this paragraph a partner or independent contractor does not include ATTAR.
8. ATTAR declares that he fully understands the terms and provisions of this Agreement, that he has been fully informed of his legal rights and liabilities, that he believes that the provisions of the Agreement are fair, just and reasonable and that he signs this Agreement freely and voluntarily, acting under the advice of independent legal counsel, TK Smith (Missouri) of the Barnes Law Firm. 9. RICKERT declares that he fully understands the terms and provisions of this Agreement, that he has been fully informed of his legal rights and liabilities, that he believes that the provisions of the Agreement are fair, just and reasonable and that he signs this Agreement freely and voluntarily, acting under the advice of independent legal counsel, Peter J. Schaffer (Colorado) of Smith and Schaffer Law Firm. 10. This Agreement is made in the State of California and shall be construed in accordance with the laws of that State. However, the NFLPA shall serve as the original jurisdiction of any disputes between certified contract advisors (agents) pursuant to NFLPA regulations. 11. BOTH RICKERT AND ATTAR hereby agree to unilaterally terminate this agreement with 30 day written notice citing a reason. Furthermore, BOTH RICKERT AND ATTAR hereby agree to mutually extend this agreement in writing. 12. Should any provision of this Agreement be found, held, or deemed to be unenforceable, voidable or void, as contrary to law or public policy under the laws of California or any other state of the United States, the parties intend that the remaining provisions of this Agreement shall nevertheless continue in full force and be binding upon the parties, their heirs, personal representatives, executors and assigns. Any amendments to this Agreement require mutual consent of both parties, in writing. 13. This Agreement contains the entire understanding of the parties. There are no representations, warranties, promises, covenants or undertakings, oral or otherwise, other than those expressly set forth herein. Other than in response to a lawful binding written subpoena or a lawful binding
court or administrative agency written order which has been lawfully served upon Attar or Rickert including employees or representative of APSE, Parties mutually agree to keep the terms and negotiations regarding this Agreement strictly confidential and not to publicize or disclose them in any manner whatsoever, whether orally or in writing, whether directly or indirectly, to any person or entity, including without limitation the public generally, the press, except for disclosure to Parties’ management, legal counsel, spouse or tax preparer. This contract’s validity is contingent upon the execution of the Settlement Agreement and Release, between Audie Attar and APS&E. 14. IN WITNESS WHEREOF, the parties hereto agree and execute this agreement.
15. A photocopy of this Agreement shall serve as an original.
__________________________________ AUDIE A. ATTAR
___________________________________ JOHN “JR” RICKERT
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