THEOTIS WILEY ENDORSEMENT AGREEMENT This Agreement is made and entered into this 1" day of December, 2021 by and between THEOTIS WILEY ("Player") and ERIVE CORP. ("Company") with its principal office at 1234 Main Street, Registown, CO 80221 (each or both of which shall hereinafter be referred to as the "PARTY" or "PARTIES," respectively)." WHEREAS, Player is known and recognized as a highly skilled professional basketball player with a reputation so that his/her name has substantial advertising value; and WHEREAS, Company is desirous of acquiring the exclusive right to utilize Player's name and likeness in connection with the advertisement, promotion and sale of Endorsed Products (as defined herein); and WHEREAS, Player is desirous of entering into an agreement to authorize such use of his/her name and likeness upon such terms and conditions as are set forth herein, NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Player and Company agree as follows: 1. Definitions. 1.1. "Player Endorsement" shall include the right to use the name, nickname, initials, autograph facsimile signature, voice, video or film portrayals, photograph likeness and image or facsimile image of Player. 1.2. "Company" shall include Erive Corp., its subsidiaries and any successor to Erive Corp. 1.3. "Contract Territory" shall be worldwide. 1.4 "Endorsed Products" shall mean all products and/or services described as such in paragraph 2 of Addendum 1 to this Agreement. 1.5. "Term" shall mean the contract term as specified in paragraph 3 of Addendum 1 of this Agreement. 2. Grant and Protection of Endorsement Rights. 2.1. Subject to the terms and conditions set forth in this Agreement, Player hereby grants to Company the exclusive right and license during the Term and within the Contract Territory to utilize his/her Player Endorsement in connection with the advertisement, promotion, and sale of Endorsed Products, so long as such does not conflict with any applicable rules or regulations of the National Basketball Association ("NBA"), United States Is this a valid contract? What are the four elements of a valid contract? Do we have one here? Why or why not?Olympic Committee ("USOC") or International Olympic Committee ("IOC"). 2.2. Player shall receive no additional compensation beyond that provided for under section 8 hereof for each such use by Company of the Player Endorsement, it being understood and agreed to by the parties that the consideration for each such use is encompassed by the compensation provided for under section 8 hereof. 2.3 Player and Company agree that they shall each take all necessary steps during the Term to protect the Player Endorsement in connection with the advertisement, promotion and sale of the Endorsed Products. 2.4. Company shall have no right to assign or sublicense any of the rights granted hereunder without the prior written approval of Player, which may be withheld for any reason. 2.5. Subject to the provisions of paragraph 2.1 above, Company agrees that Player shall retain all rights in and to his/her Player Endorsement and, whether during the Term, or any extension thereof, Playker shall not be prevented from using, or permitting or licensing others to use, his/her Player Endorsement in connection with the advertisement, promotion or sale of any products or services of a type other than the Endorsed Products hereunder. 3. Exclusion of NBA Names and Marks. Notwithstanding anything herein to the contrary, the Player Endorsement rights granted to Company hereunder shall not include any right to reproduce or use in any way any name(s) and/or mark(s) owned by the National Basketball Association ("NBA"). Such names and marks include, without limitation, the names National Basketball Association Players, and any derivations thereof, as well as the National Basketball Association team logos, and the NBA logo. Company shall not be entitled to make specific reference to any affiliation between Player and NBA, without the prior written consent of NBA.* 4. Use and Ownership of Commercial Materials. Commercials. During the Term, and within the Contract Territory, Company shall have the exclusive right to broadcast, use and reuse up to one (1) television and one (1) radio ad annually so long as it does not conflict with applicable rules and regulations of NBA, USOC, or IOC. 5. Player Approval of Advertising and Promotional Materials. Company. agrees to submit to Player (or any authorized Legal Representative of Player designated in Under Chapter 12, the book describes the concept of "consideration." What are the two elements of consideration? And do you think this contract provides adequate consideration? Why or why not? (Brief answers with examples in the contract are sufficient. No need for a full dissertation.) Assignment - What is the definition of "assignment" AND what section in your reading can that definition be found? In this contract, can either party assign or delegate any rights or obligations to a third party? Assuming this provision protects the NBA's branding and intellectual property, do you think the NBA is a "intended beneficiary" or "incidental beneficiary" under Section 18-3e of the book? Why?Addendum 1 hereto), for his approval, copies of all advertising and or promotional materials utilizing the Player Endorsement at least ten (10) days prior to their release to the public. Company further agrees that the same shall not be released without the prior written approval of Player (or his/her authorized Legal Representative). Player may not unreasonably withhold or delay approval of such materials, and in the absence of written disapproval by either of them within ten (10) days of receipt thereof, such advertising and promotional materials shall be deemed approved. Once such materials are approved, Company shall be entitled to make multiple uses of said materials without obtaining the additional approval of Player. 6. Appearances. If so requested by Company, Player shall make herself/himself available at times and places designated by Company to make personal appearances, pose for photographs, and otherwise assist Company. in the preparation of advertising and promotion materials and campaigns utilizing the Player Endorsement. Player's travel expenses including air travel, hotel, and subsistence shall be paid in full by Company. Player's appearance obligations under this paragraph shall be subject to Player's schedule of training, competition and other NBA activities and events, as well as reasonable prior notice and approval of Player. Player shall not be required to make more than five (5) such personal appearances annually in the United States and one (1) personal appearance annually internationally, although he may elect to do so if he chooses upon such additional terms and conditions as he may deem appropriate in his sole discretion. Special Rights of Termination 7.1. Player shall have the right to terminate this Agreement in the event that Company fails to make payment to Player of any sums due pursuant to this Agreement within thirty (30) days following receipt by Company of written notice that such payment is past due. 7.2. Company shall have the right to terminate this Agreement upon written notice to Player in any of the following events:" 7.2.1 Player's death during the Term hereof; 7.2.2 Player's conviction (whether by trial or by plea of guilty or no contest) of any felony; 7.2.3 Changes to the rules or regulations of NBA, USOC or IOC which would prevent Company from making reasonable use of the Player Endorsement as contemplated by this Agreement; 7.2.4 Player is confronted, accused, and convicted of breaking the drug use policy stated by the NBA; 7.2.5 Player does not make the NBA draft and is ineligible for compensation; 7.2.6 Player decides not to appear for appearances as requested or agreed; 7.2.7 Player decides to retire before said contract is up due to an injury, Under 16-2d, the book discusses "material" and "minor" breaches of contract. Which of the terms in this section do you think are "material" and which ones are "minor"? There may not be a right/wrong answer, here, but I want you to show you understand the concepts.strike, or lockout of the NBA; 7.2.8 Player performs a major illegal act; 7.2.9 Player decides to play professional sports in another country or region. 7.3 In the event of any termination of this Agreement under section 7.1 above, no party shall have any cause of action against any other party for any damages allegedly arising out of such termination. 8. Cessation of Company's Use of Player Endorsement Upon Termination. Upon termination of this Agreement, for any cause whatsoever, Company shall immediately cease using the Player Endorsement for advertising, promotional, or any other purpose whatsoever, except Player agrees that Company shall have the right, for a period of six (6) months following the effective date of termination to dispose of all advertising and promotional materials bearing the Player Endorsement which were printed or ordered in good faith and reasonable quantities prior to the effective date of termination. 9. Compensation. 9.1. In consideration for the rights and benefits granted to Company hereunder, Company agrees to pay such base compensation and bonuses to Player of such kinds, in such amounts and according to such schedules as set forth in Addendum 2 to this Agreement. 9.2. All compensation of any kind, whether monetary or otherwise, due hereunder shall be remitted to NBA, on behalf of Player, to be administered by NBA in accordance with NBA eligibility regulations. Such payments should be by check or money order made payable to "NBA" and, for the protection of Player, must include a memo clearly identifying that such funds are submitted for the benefit of the Player. 10. Representations, Warranties and Buy-Out Rights. 10.1. Player hereby warrants and represents, to the best of his/her actual knowledge, that the grant of rights set forth hereunder is not prohibited by or contrary to any existing conflicting endorsement agreement of Player." 10.2. Company. hereby warrants and represents that it has full, right, power and authority, including without limitation, any necessary authorization from its officers or directors, to enter into this Agreement. Under section 14-2b, the book describes various types of "misrepresentations", such as "innocent" and "negligent" misrepresentations. In this situation, what type of misrepresentation do you think would exist if Player knowingly enters into this contract even though Player a week prior signed a contract with a competing athletic shoe companyll. Trademarks. In the event that Player should desire at any time during the Term to obtain a trademark or trademarks which include all or any portion of the Player Endorsement, Company shall, if requested to do so by Player, execute any and all documents which Player believes to be reasonably necessary andi'or desirable for the successful registration and protection of such trademark or trademarks registered in the name of Player. Upon the registration of such trademark, if requested to do so by Company, Player agrees to grant to Company a license for the use of such trademark for same purposes and upon the same terms as Company's use the Player Endorsement provided for herein, and such license shall be coextensive and coterminous with the Player Endorsement granted hereunder. However, it is understood and agreed that Player shall not, under any circumstances, acquire any interest whatsoever in Company's trademarks. ll. Indemni. [2.1. Company agrees to protect, indemnify, and hold harmless Player from and against any and all expenses, damages, claims, suits, actions, judgments, and costs whatsoever, including attorneys' fees, arising out of, or in any way connected with, any claim or action including but not limited to personal injury or death resulting from the advertisement, manufacture, distribution, sale, or use of Endorsed Products, and any breach of the niles or regulations of NBA, USDC or ICIC caused by Company's marketing, advertisement, manufacture, distribution or sale of Endorsed Products. The provisions of this paragraph shall survive any termination of this Agreement. 12.2. Player shall at all times indemnify and hold harmless Nike Inc., and its officers and directors from and against any and all claims, damages, liabilities, costs and expenses, including attorneys' fees, arising out of or related to any breach or alleged breach by Robert of any representation, warranty or agreement made by Robert herein. 13. Misssaoula 13.1. All notices to Company shall be sent to the address listed on page 1 ofiis Agreement as the principal office of Company. I12. All parties hereto agree to use their best efforts to maintain the condentiality of the terms set forth in this Agreement. 13.3. No waiver or failure to act wi'i respect to any breach of iis agreement shall be deemed a waiver with respect to any subsequent breach, regardless of its similarity to a previous breach. l3.4. The relationship between Player and Company under this Agreement is deemed to be that of an independent contractor, and nothing in this Agreement shall be construed as establishing an employeri'employee relationship between any parties hereto. Furthermore, no party hereto shall be deemed to be a partner, joint venturer or agent of any other party by virtue of this Agreement." 13.5. This Agreement shall also include and be subject to such additional miscellaneous terms and conditions as may be set forth in Addendum 3 to this Agreement. 13.6. This Agreement, complete with any attached Addenda, evidences the entire agreement between the parties pertaining to the subject matter addressed herein. This agreement may be changed only by subsequent written agreement executed by all parties. 13.7. This contract shall be construed in all instances so as to avoid conflict with any applicable rules or regulations of the NBA, USOC or IOC. 13.8. If any provision of this Agreement or the application thereof shall be invalid or unenforceable to any extent, the remainder of this Agreement or the application thereof shall not be affected, and each remaining provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 13.9. This Agreement may be executed in counterparts, and photostatic and facsimilecopies of executed signature pages shall be fully binding. PLAYER - Theotis Wiley Signature: Print Name: COMPANY - Erive Corp. By: Its: Section 27-1 in the book discusses Agency Law (specifically the Employer-Employee or Employer-Independent Contractor relationship). Section 27-1c specifically discusses the criteria used by the courts in determining whether a worker has the status of an employee or an independent contractor. Based on the information you have on Theotis Wily and Erive from the mock negotiation in Weeks 4 & 5, do you think Theotis Wiley is Erive's employee or independent contractor? Apply the criteria provided in Section 27-1c to support yourAddendum 1 Territory, Endorsed Products, Term and Legal Representative 1. Unless specified to the contrary in the following blank, the "Contract Territory" hereunder shall encompass the entire world: 2. For purposes of this Agreement, the "Endorsed Products" shall be defined as all Company brand products. 3. The "Contract Term" shall be for a period of 3 years commencing on September 1, 2007, and extending until August 31, 2008, continuing on September 1, 2008, and extending until August 31, 2009, and the final contract period continuing on September 1, 2009, and extending until August 31, 2010. 4. The name and address of Player's Legal Representative (if any) for purposes of this Agreement, shall be: " Attorney Joe Dewey Cheatem and Howe 54321 Main Street Boston, MA 02115 Such Legal Representative (if any is identified) shall be authorized to act on behalf of Player with regard to any signatures or approvals relating to this Agreement due to Player's travel, training and privacy requirements, and Company shall deal directly with such Legal Representative and shall direct all communications, materials, documents and notices to such Legal Representative, unless instructed to the contrary by Player in writing after execution of this Agreement. Assuming Theotis Wiley's agent is "Attorney Joe," what are the "five duties of the agent" (i.e. Attorney Joe) in Section 27-3a of the book? Also, what are the "four duties of theAddendum 2 Athlete Compensation 1. Base Compensation. Company shall pay to Player, as base compensation, such dollar amounts and at such times as set forth below: Year one (1) - September 1, 2007-August31, 2008 - $30,000 Year two (2) - September 1, 2008-August 31, 2009 - $40,000 Year three (3) - September 1, 2009-August 31, 2010 - $50,000 2. Bonus and "Victory Schedule" Compensation. In addition to such base compensation amounts set forth above, Company agrees to pay to Player bonus and/or "Victory Schedule" compensation for such designations, honors, awards and/or competition results as are set forth below in accordance with the following terms: Player's compensation shall be reduced by 25% if he plays in less than fifty (50) regular season games in any particular season; . Player's compensation shall be reduced by 50% if he plays in less than twenty-five (25) regular season games in any particular season; Player shall receive an additional $20,000 if he is selected as NBA Rookie of the Year; Player shall receive an additional $10,000 if he is selected as a member of the all rookie team; . Player shall receive an additional $20,000 if his NBA team plays in the NBA Finals Robert shall receive an additional $25,000 if he is selected as the NBA Most Valuable Player (MVP) 3. In addition such base compensation and bonus compensation as set forth above, Company. agrees to provide the following additional products, services and/or benefits in accordance with the following terms and conditions: Player shall receive 1% of net sales of the Company "Air Big" shoe; . Player shall receive basketball and other training shoes as is a reasonably requested by Big; . Player shall receive other merchandise with a wholesale value of $10,000 per year.Addendum 3 Additional/Miscellaneous Terms and Conditions This Agreement shall also be subject to, and the parties hereby agree to be bound by, any additional terms, conditions or provisions set forth below in this Addendum. Provided that each such additional term, condition or provision set forth in this Addendum is initialed by all parties hereto, and provided that each does not conflict with any rules or regulations of NBA, USOC or IOC, then each shall control over any contradictory or conflicting provision set forth elsewhere in the body of this Agreement or in other Addenda hereto. 10