TPIEDTIS 'WILEY END'-SEMIENT AGREEMENT This Agreement is made and entered into this 1* day of December, 2021 by and between THEDTlS WILEY [\"Player") and ERWE CORP. (\"Company\") with its principal ofce at 1234 lvlain Street, Registown, CD SDEEI [each or both of which shall hereinafter be referred to as the \"PARTY" or \"PARTIES," respectively}.' WHEREAS, Player is knovm and recognized as a highly skilled professional basketball player with a reputation so that hisi'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 dened herein}, and WHEREAS, Player is desirous of entering into an agreement to authorize such use of hisfher name and likeness upon such terms and conditions as are set forth herein, NOW, THEREFDRE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and suiciency of which are hereby acknowledged, Player and Company agree as follows: l-lterlitiana. I. |. \"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. [.2. \"Company\" shall include Erive Corp, its subsidiaries and any successor to Erive Corp. 1.3. \"Contract Territory\" shall be worldwide. L4. \"Endorsed Products" shall mean all products andlor services described as such in paragraph 2 of Addendum | to this Agreement. l5. 'Tcrm\" shall mean the contract term as specied in paragraph 3 of Addendum 1 of this Agreement. 2. WW. 2. l. Subject to the ten-its 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 1 Is this a valid contract? lWhat are the four elements of a valid contract? Do we have one here? Why or why not? Olympic Committee {\"USDC'} or International Olympic Cortunittee (\"ICIC\"}. 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 B hereof.2 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.3 2.5. Subject to the provisions of paragraph 2.] above, Company agrees that Player shall retain all rights in and to hisfber Player Endorsement and, whether during the Term, or any extension thereof, Playlter shall not be prevented from using, or permitting or licensing others to use, hist'her Player Endorsement in connection with the advertisement, promotion or sale of any products or services of a type other titan the Endorsed Products hereunder. 3 Wash. \"Boothstndins rming 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 namets) andtor 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. Ilse and Domership 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 {i}television and one {[1 radio ad annually so long as it does not conict with applicable rules and regulations of 1NBA, USDC, or 10C. 5. myerApproval of Advertislng and Promotional Matcn'als. Company. agrees to submit to Player {or any authorized Legal Representative of Player designated In 2 Under Chapter [2, the book describes the eetteept of \"consideration.\" What are the two elements of comideration'? And do you think this contract provides adequate consideration? Why or why not? {Brief answers with examples in the contract are sufcient. No need for a full dissertation.) 3 Assignment - What is the denition of \"aignment\" AND what section in your reading can that defu'Iition be forund'?I In this contract, can either patty 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 beneciary\" or \"incidental beneficiary\" under Section 18-3e erot- book? Why\"? Addendum 1 hereto), for his approval, copies of all advertising andr'or promotional materials utilizing the Player Endorsement at least ten [ill] 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 histhet 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 {[0} days of receipt thereof, such advertising and promotional materials shall be deemed approved. Clnoe such materials are approved, Company shall be entitled to make multiple uses of said materials without obtaining the additional approval of Player. 6. paarances. If so requested by Company, Player shall make herselfr'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 he paid in full by Company. Player's appearance obligations under this paragraph shall he suhj act 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 he required to make more than ve (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. '3'. pgial Righg ngartnination 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 [3D] days following receipt by Company of written notice that such payment is past due. 2.2. Company shall have the right to terminate this Agreement upon written notice to Player in any of the following events:j 7.2.1 Player's death during the Term hereof; 2.2.2 Player's conviction {whether by his] or by plea of guilty or no contest] of any felony; 7.2.3 Changes to the rules or regulations of NBA, USDC or IDC which would prevent Company from making reasonable use of the Player Endorsement as contemplated by this Agreement; 2.2.4 Player is cononted, accused. and convicted ofhrealting the drug use policy stated by the NBA: 2.2.5 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.? Player decides to retire before said contract is up due to an injury, 5 Under lei-2d, the book discusses \"material" and \"minor\" breaches of contract. 1|Which of the terrns in this section do you think are \"material" and which ones are 'ninorwl There may not he a righttwrong answer, here, but I want you to show you understand the coneepts. strike, or lockout of the NBA; 113 Player performs a major illegal act; 7.2-9 Player decides to play professional sports in another com-[try or region 13 [n the event of any termination of this Agreement under section it above, no party shall have any cause of action against any other party for any damages allegedly arising out of such termination. E_ '.'.',!IIII I|||:| .' ."l II||_"I:I'I |,|i -n|'- 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 [] 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. Compengtion. '3. I. In consideration for the rights and benets 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 'WBA\" and, for the protection of Player, must include a memo clearly identifying that such funds are submitted for the benet of the Ptayer. I'll. uta ' n Warranties ndB nt ' ts. lllL Player hereby warrants and represents, to the best of hisfher actual knowledge, that the grant of rights set forth hereunder is not prohibited by or contrary to any existing conflicting endorsement agreement of Player? [112. Company. hereby warrants and represents that it has ill, right, power and authority, including without limitation, any necessary authorization 'om its officers or directors, to enter into this Agreement. '3 Under section [4-2b, 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 contact even though Ptayer a week prior signed a contract with a competing athletic shoe company hurt-Fina tn vc'iw'rI Plt'f'll'liu'l' rial-Ito tn. that mums-tint: nnmruanu fnr 'IF' nee nf'the- Flour-r 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 theW Athlete Compensation 1. ag Compensation. Company shall pay to Player, as base compensation, such dollar amounts and at such times as set forth below: Year one [|) September l, EMT-August}- 1, 2.0113 - $3llilllll Year two [2} September l, EMS-August 3 l , sous - $4.l][llll Year three [3) September l, EDIE-August 3 I, Zl I] - SEQUIN] 2. Bonn and \"Vi t h ul "' Com 1] alien. to addition to such base compensation amounts set forth above, Company agre to pay to Player bonus andi'or \"Victory Schedule\" compensation for such designations, honors, awards andr'or competition results as are set forth below in accordance with the following terms: I Player's compensation shall be reduced by 25% if he plays in less than fifty {SH} regular season games in any particular season; I Player's compensation shall be reduced by 50% if he plays in less than twenty-ve [25] regular season games in any particular season; I Player shall receive an additional $2ll.[lll if he is selected as NBA. Rookie of the Year; I Player shall receive an additional $ll].l}d if he is selected as a member of the all rookie team; I Player shall receive an additional $2ll.[ll] if his NBA team plays in the NBA Finals Robert shall receive an additional $251!!) 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. agreIs to provide the following additional products. services andtor benets in accordance wii the following terms and conditioro: I Player shall receive lilo of net sales of the Company \"Air Big" shoe; I Player shall receive basketball and other training shoes as is a reasonably requested by Big; I Player shall receive o'ier merchandise with a wholesale value of $ll],l]l][l per year. m Additionali'l'vliseellaneous 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 conict 1with any rules or regulations of NBA, USDC or IDC, then Ilcli shall control over any contradictory or conicting provision set forth elsewhere in the body of this Agreement or in other Addenda hereto. 1\