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DocuSign Envelope ID: 6A1F0A8A-0AAB-42FF-A5A2-607F65959503

AGREEMENT

This agreement (the "Agreement") is made and entered into by and between Velt, LLC, a
Michigan Limited Liability Company, and Carson Kallen (Velt LLC and Carson Kallen are collectively
referred to as the "Signatory"), and Jonathan Halterman (“Halterman") (Signatory and Halterman are
collectively referred to as the “Parties” or in the singular a “Party”), on the 24th day of September, 2017,
("Effective Date") to provide certain assets and/or services to Signatory under the following terms and
conditions.

This Agreement shall expressly supersede and replace the Binding Letter of Intent, made and
entered into between the Parties on August 13, 2017, and the Revenue Sharing Agreement made and
entered into between the Parties on August 18, 2017.

1. Transfer of Assets
1.1. Halterman hereby perpetually, irrevocably, and unconditionally assigns, transfers, and conveys
to Signatory and its successors and assigns, all of Halterman’s right, title, and interest in and to
the Assigned Property. Halterman further perpetually, irrevocably, and unconditionally assigns,
transfers, and conveys to Signatory and its successors and assigns all claims for past, present and
future infringement or misappropriation of the Intellectual Property Rights and Domain Name
included in the Assigned Property, including all rights to sue for and to receive and recover all
profits and damages accruing from an infringement misappropriation prior to the Effective Date
as well as the right to grant releases for past infringements.
1.1.1. “Assigned Property” is defined as the Intellectual Property Rights, Domain Name, and the
property listed in Exhibit A.
1.1.2. “Intellectual Property Rights” is defined as the right, title and interest to only the words,
names, logos, symbols, devices, trademarks and other designations, used to identify or
distinguish the Server. The Intellectual Property Rights do not include any software, source
and object code, programming, inventions, technology, ideas, systems, processes, patents,
experimental work, proprietary information, customer lists, mailing lists, concepts, business
plans, financial projections, models, and any other items or related assets authored,
conceived, developed, designed or otherwise owned by Halterman that is related to the
Server (the “Excluded Rights”). The Excluded Rights shall remain solely and exclusively
owned by Halterman.
1.1.3. “Domain Name” is defined as the Internet domain name arcane.cc, including the
registrations thereof and goodwill associated therewith (if any).
1.1.4. “Server” is defined as the Arcane Minecraft server.
1.2. Within seven (7) days of the Effective Date, Halterman shall execute the transfer of the Domain
Name according to the procedures of www.name.com.

2. Services
2.1. In addition to the Transfer of Assets, Signatory hereby engages Halterman as a non-exclusive
independent contractor to provide the following mutually agreed upon Services (the “Services”):
2.1.1. General consultation and strategy guidance in connection with the Assigned Property; and
2.1.2. Any other services that Signatory and Halterman may mutually agree upon in writing from
time to time.

3. Compensation
3.1. Within seven (7) days of the Effective Date, Signatory agrees to pay Halterman forty thousand
dollars ($40,000). Furthermore, Signatory agrees to pay Halterman, on an ongoing monthly
basis, thirty percent (30%) of the Signatory’s Total Revenue (the “Revenue Share”).
DocuSign Envelope ID: 6A1F0A8A-0AAB-42FF-A5A2-607F65959503

3.2. Signatory shall pay Halterman the Revenue Share on the first day of each month in a method to
be agreed to by both Parties.
3.3. “Total Revenue” is defined as all sources of Signatory’s revenue that is derived, in any way,
from any Minecraft activities and/or operations, whether existing now or in the future, and
whether those activities are run, operated, directed, facilitated, participated or in any other way
related to Signatory directly or as a member, shareholder, director, officer, partner, joint
venturer, investor, creditor, affiliate, parent, subsidiary, or any other form of participation.
3.4. Signatory will maintain records sufficient to determine and verify the accuracy of payments
hereunder, and will, at Halterman’s expense, permit Halterman and Halterman’s auditor to
examine and copy the relevant portions of said records, including but not limited to, Signatory’s
Buycraft account, at reasonable times during the business hours of, and upon reasonable notice
to, Signatory solely to the extent necessary to verify payments due under this Agreement.
Signatory will pay Halterman’s reasonable audit costs in the event an audit discovers an
underpayment in any calendar quarter that exceeds ten percent (10%) of money otherwise due to
Halterman in that calendar quarter, so long as the amount of underpayment is at least USD
$5,000. Halterman shall be added as a team member to Signatory’s Buycraft account with access
to view sales and reports on all Minecraft servers operated by Signatory.
3.5. Except as specifically provided otherwise in this Agreement, Halterman will supply at his own
expense everything required for, and be responsible for all out-of-pocket costs incurred in
connection with, the complete production and delivery of the above-mentioned Services.
Halterman will determine the method, details, and means of performing the Services.

4. Independent Contractor Relationship


4.1. Halterman's relationship with Signatory will be that of an independent contractor, and nothing in
this Agreement is intended to, or should be construed to, create a partnership, client, joint
venture, or employment relationship. No part of Halterman's compensation will be subject to
withholding by Signatory for the payment of any social security, federal, state or any other
employee payroll taxes. Halterman may perform the Services required by this Agreement at any
place or location and at such times as Halterman shall determine. Signatory expressly
acknowledges that the relationship between the Parties is non-exclusive, and that Halterman
may, during the Term and afterwards, provide similar Services to third parties who are or may be
in direct competition with Signatory’s business. Halterman agrees to provide all tools and
instrumentalities, if any, required to perform the Services under this Agreement.

5. Ownership
5.1. Neither Party shall acquire any rights, license, title, or interest in any intellectual property unless
expressly stated herein. Nothing in this Section is intended to preclude the Parties from entering
into a separate agreement related to the assignment, transfer, or licensing of other intellectual
property.
5.2. Signatory grants a perpetual, non-exclusive, sub-licensable, irrevocable, worldwide license to
Halterman to include any and all data and/or materials created or furnished by Halterman in
connection with this Agreement in Halterman's portfolio or resume, and to aid Halterman in
securing future work.

6. Trade Secrets and Confidential Information


6.1. Both Parties shall receive and hold Confidential Information (as defined below) in trust and in
strictest confidence. Any Party receiving Confidential Information must protect it with at least
the same care which the recipient gives to its own most Confidential Information, must take all
necessary steps to protect the Confidential Information from disclosure, and must not use,
reproduce, distribute, deliver, disclose, demonstrate, or otherwise disseminate the Confidential
information; provided, however, that the recipient may disclose Confidential Information to its
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employees, subcontractors or agents solely to the extent that they need to know such information
for the performance of their obligations under this Agreement. The aforementioned restrictions
on use of Confidential Information shall not apply to information that: (i) was previously known
by the recipient free of any obligation to keep it confidential and has been reduced to tangible
form, (ii) is or becomes generally known or available by publication, commercial use or
otherwise through no fault of the recipient, (iii) is independently developed by the recipient
without use of Confidential Information, (iv) is lawfully obtained from a third party that has the
right to make such disclosure, and/or (v) has been or is subsequently made public by the
discloser or a third party under no obligation of confidentiality to the discloser.
6.2. “Confidential Information” means, certain financial or business information that, in connection
with the performance of this agreement, one Party may receive from the other Party which is
either non-public, confidential, or proprietary in nature, as well as all information labeled
“confidential” and any other information which from the circumstances, in good faith and good
conscience ought to be treated as confidential.

7. Warranties and Indemnification


7.1. Each Party hereby represents and warrants that it has obtained all rights, titles, licenses and
authorizations necessary to enter into this Agreement and grant the rights granted herein. Each
Party represents and warrants that the execution and performance of this Agreement does not and
will not violate or interfere with any other agreement to which it is a party. Each Party represents
and warrants that no part of the exercise of the rights granted hereunder violates, conflicts with,
or infringes upon any rights of any person, entity, firm, or corporation, including, but not limited
to, copyrights, trademark rights, patent rights, trade secrets, or contractual, common law or
statutory rights, throughout the universe; any rights of publication, performance, or any other
rights in any work; and any rights against libel, slander, invasion of privacy, unfair competition
or similar right.
7.2. Each Party does hereby indemnify, save and hold harmless the other Party and its affiliates from
and against any and all loss, damage, expense, and/or cost (including reasonable attorneys’ fees)
arising out of or in connection with any breach or alleged breach of any of the obligations,
representations or warranties made by the indemnifying Party hereunder, and agrees to
reimburse the other Party on demand for any payment made or loss suffered with respect to any
claim or act to which the foregoing indemnity applies. This indemnification shall survive the
termination of this Agreement.

8. Term and Cancellation


8.1. This Agreement shall become effective as of the Effective Date and continue for a term of seven
(7) years (the “Term”).
8.2. Subject to Section 8.4 of this Agreement, either Party may terminate this Agreement
immediately upon written notice at any time if the other Party is in material breach of any
warranty, term or condition of this Agreement and has failed to cure that breach within thirty
(30) days after written notice thereof.
8.3. On expiration or termination of this Agreement, all payments then owed to Halterman for
Services rendered will be due and payable within thirty (30) days of the effective date of such
termination.
8.4. Sections 4-7, and 9 shall survive any termination of this Agreement. Section 3 will also survive
any termination of this Agreement, unless expressly terminated in writing by Halterman.

9. Miscellaneous
9.1. This Agreement and all matters or issues collateral thereto shall be governed by the laws of the
State of California applicable to agreements made and performed entirely therein.
DocuSign Envelope ID: 6A1F0A8A-0AAB-42FF-A5A2-607F65959503

9.2. Any dispute, claim or controversy arising out of or relating to this Agreement will be finally
settled by binding arbitration in Los Angeles, California, in accordance with the then-current
Commercial Arbitration Rules of the American Arbitration Association by one arbitrator
appointed in accordance with said rules. The arbitrator shall apply the law specified in Section
9.1 to the resolution of any dispute, without reference to rules of conflicts of law or rules of
statutory arbitration. Judgment on the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof. Notwithstanding the foregoing, the Parties may apply to any
federal or state court of competent jurisdiction in California for preliminary or interim equitable
relief, or to compel arbitration in accordance with this Section 9 and the Parties irrevocably agree
and consent to the exclusive jurisdiction of such courts for such matters. The arbitration
proceedings and all pleadings and written evidence shall be in the English language. Any
written evidence originally in a language other than English shall be submitted in English
translation accompanied by the original or a true copy thereof.
9.3. In any litigation, arbitration, or court proceeding between Halterman and Signatory relating
hereto, the prevailing Party shall be entitled to reasonable attorneys’ fees and reasonable
expenses and all costs of proceedings incurred in enforcing this Agreement. For the purposes of
this Section 9, attorneys’ fees shall include without limitation fees incurred in connection with
the following: (i) contempt proceedings; (ii) discovery; (iii) any motion, proceeding or other
activity of any kind in connection with an insolvency proceeding; (iv) garnishment, levy, and
debtor and third party examinations; and (v) post-judgment motions and proceedings of any
kind, including without limitation any activity taken to collect or enforce any judgment.
9.4. In addition to any other rights and remedies the Parties may have upon a breach of this
Agreement, Halterman shall be entitled to specific performance or injunctive relief respecting
the terms and covenants contained herein, and the Signatory expressly waives the defense that a
remedy in damages will be adequate.
9.5. If any provision, or part of any provision, of this Agreement is declared invalid, illegal, or
unenforceable to any extent, that invalid provision, or the invalid, illegal, or unenforceable part
of any provision, shall be deemed replaced by a term or provision that is valid and enforceable
that comes closest to expressing the intention of the invalid, illegal, or unenforceable term,
provision, or part of a provision. All other provisions of this Agreement shall remain in full force
and effect.
9.6. The terms “hereof,” “herein” and “hereunder” and terms of similar import will refer to this
Agreement as a whole and not to any particular provision of this Agreement. Section and clause
references contained in this Agreement are references to Sections and clauses in or attached to
this Agreement, unless otherwise specified. Each defined term used in this Agreement has a
comparable meaning when used in its plural or singular form. Each gender-specific term used in
this Agreement has a comparable meaning whether used in a masculine, feminine or gender-
neutral form. Whenever the term “including” is used in this Agreement (whether or not that term
is followed by the phrase “but not limited to” or “without limitation” or words of similar effect)
in connection with a listing of items within a particular classification, that listing will be
interpreted to be illustrative only and will not be interpreted as a limitation on, or an exclusive
listing of, the items within that classification.
9.7. The headings, typeface, pagination, page numbers, and other formatting in the Agreements are
for convenience, and shall not serve to limit the terms herein.
9.8. This Agreement: (i) may not be changed, amended, or in any manner modified except as
authorized in a writing signed by both Parties’ authorized agents; (ii) is not assignable, except to
a successor in interest to substantially all of a Party’s business or assets and any other attempt to
assign or transfer this Agreement or any interest herein is void; and (iii) shall be binding upon,
and inure to the benefit of, the Parties hereto, their respective heirs, executors, administrators,
successors, personal representatives, licensees, and assigns.
DocuSign Envelope ID: 6A1F0A8A-0AAB-42FF-A5A2-607F65959503

9.9. No failure or delay of Halterman in exercising any power, right or remedy under this Agreement
will operate as a waiver. No single or partial exercise of any power, right or remedy precludes
any other or further exercise of such power, right or remedy or the exercise of any other power,
right or remedy. The powers, rights and remedies provided in this Agreement are in addition to
any powers, rights and remedies provided by law.
9.10. This Agreement is the final and complete agreement and understanding of the Parties concerning
the subject matter hereof, and supersedes and replaces any and all prior and contemporaneous
agreements and understandings with respect thereto. No Party shall be responsible for delays or
failure of performance resulting from acts beyond the reasonable control of such Party,
including, war, terrorism, acts of public enemies, strikes or other labor disturbances, power
failures, fires, floods, earthquakes, acts of God, and other natural disasters. This Agreement may
be executed in one or more counterparts, each of which shall be deemed an original but all of
which shall constitute one and the same instrument. For purposes of this Agreement, use of a
facsimile, e-mail, or other electronic medium shall have the same force and effect as an original
signature.

10. Opportunity to Consult with Legal Counsel


10.1. The Agreements and all their conditions shall be construed as having been jointly constructed by
Halterman and Signatory, both of whom have access to competent legal counsel. The Parties
acknowledge that they have had the opportunity to consult with legal counsel of choice in
connection with the drafting, negotiation and execution of this Agreement.

IN WITNESS WHEREOF, the Parties hereby execute this Agreement by and through their
respective and duly authorized representatives.

VELT, LLC JONATHAN HALTERMAN

By: ____________________________ By: ____________________________

Title: ___________________________ Title: ___________________________

Date: ___________________________ Date: ___________________________

CARSON KALLEN

By: ____________________________

Title: ___________________________

Date: ___________________________
DocuSign Envelope ID: 6A1F0A8A-0AAB-42FF-A5A2-607F65959503

Legal Guardian as Guarantor

I, __________________, legal guardian of Carson Kallen, hereby guarantee that I shall be liable for any
and all damages incurred by Carson Kallen with respect to the breach of the above Agreement.
Additionally, should Carson Kallen disaffirm or otherwise nullify this contract due to his status as a
minor, I hereby agree to pay and/or repay any and all compensation, bonuses, fees, and reimbursements to
Halterman. I have read the above Agreement and understand its terms. I have granted to Carson Kallen all
permissions necessary to enter into the above Agreement and perform the obligations therein. I agree to
enter into such further documentation as necessary for Carson Kallen to perform the obligations contained
in the Agreement.

Legal Guardian (Print Name) Date

Legal Guardian Signature


DocuSign Envelope ID: 6A1F0A8A-0AAB-42FF-A5A2-607F65959503

Exhibit A

Assigned Property

1. Domain name: arcane.cc

2. Twitter account: @ArcaneCC

3. Arcane logo:

4. Graphical / marketing assets containing Arcane’s logo or trade dress


Certificate Of Completion
Envelope Id: 6A1F0A8A0AAB42FFA5A2607F65959503 Status: Completed
Subject: Please DocuSign: Agreement.pdf
Source Envelope:
Document Pages: 7 Signatures: 4 Envelope Originator:
Supplemental Document Pages: 0 Initials: 0 Jonathan Halterman
Certificate Pages: 2
AutoNav: Enabled Payments: 0 30250 Sunrose Place
EnvelopeId Stamping: Enabled Canyon Country, CA 91387
Time Zone: (UTC-08:00) Pacific Time (US & jhalterman@frozenorb.net
Canada) IP Address: 37.49.81.45

Record Tracking
Status: Original Holder: Jonathan Halterman Location: DocuSign
9/24/2017 3:17:06 PM jhalterman@frozenorb.net

Signer Events Signature Timestamp


Jonathan Halterman Sent: 9/24/2017 3:26:11 PM
jhalterman@frozenorb.net Viewed: 9/24/2017 3:26:25 PM
Chief Executive Officer Signed: 9/24/2017 3:28:07 PM
Security Level: Email, Account Authentication
(None) Using IP Address: 37.49.81.45

Electronic Record and Signature Disclosure:


Not Offered via DocuSign

Carson Kallen Sent: 9/24/2017 3:28:08 PM


me@carson.pw Viewed: 9/24/2017 3:32:33 PM
CEO Signed: 9/24/2017 3:51:10 PM
Security Level: Email, Account Authentication
(None) Using IP Address: 65.43.43.201

Electronic Record and Signature Disclosure:


Not Offered via DocuSign

Craig Kallen Sent: 9/24/2017 3:51:11 PM


craigkallen8@gmail.com Viewed: 9/24/2017 3:52:14 PM
Security Level: Email, Account Authentication Signed: 9/24/2017 3:52:28 PM
(None)
Using IP Address: 65.43.43.201

Electronic Record and Signature Disclosure:


Not Offered via DocuSign

In Person Signer Events Signature Timestamp

Editor Delivery Events Status Timestamp

Agent Delivery Events Status Timestamp

Intermediary Delivery Events Status Timestamp

Certified Delivery Events Status Timestamp

Carbon Copy Events Status Timestamp

Notary Events Signature Timestamp


Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 9/24/2017 3:51:11 PM
Certified Delivered Security Checked 9/24/2017 3:52:14 PM
Signing Complete Security Checked 9/24/2017 3:52:28 PM
Completed Security Checked 9/24/2017 3:52:28 PM

Payment Events Status Timestamps