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Employment Agreement

 

 

 

This Employment Agreement (the “Agreement”), entered into on June 9, 2010 and effective as of the Effective Date (as defined in Section 2(b)), is made by and between Blight, LLC, a Washington limited liability company (together with any successor thereto, the “Company”), and __________________. (the “Employee”).

 

 

 

RECITALS

 

 

(A) The Company desires to continue to assure itself of the services of the Employee by engaging the Employee to perform services under the terms hereof.

 

 

(B)  The Employee desires to continue to provide services to the Company on the terms herein provided.

 

 

 

AGREEMENT

 

 

 

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below the parties hereto agree as follows:

 

 

 

1. Certain Definitions

 

 

 

(A) “Annual Base Salary” shall have the meaning set forth in Section 3(a).

 

 

 

(B) “Board” shall mean the Board of Directors of the Company.

 

 

 

(C) The Company shall have “Cause” to terminate the Employee’s employment hereunder upon:

 

(i) the Employee’s conviction of, or plea of nolo contendere to, any felony (or any other crime having a material adverse effect on the Company);

 

(ii) the Employee’s unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or while performing the Employee’s duties and responsibilities under this Agreement; or

 

(iii) the Employee’s commission of an act of fraud, embezzlement, misappropriation, willful misconduct, or breach of fiduciary duty against the Company.

 

 

 

(D) “Company” shall, except as otherwise provided by Section 6(H), have the meaning set forth in the preamble hereto.

 

 

 

(E) “Date of Termination” shall mean (i) if the Employee’s employment is terminated by his death, the date of his death; (ii) if the Employee’s employment is terminated due to his Disability, the date determined pursuant to Section 4(A)(ii); or (iii) if the Employee’s employment is terminated pursuant to Section 4(A)(iii)-(vi) either the date indicated in the Notice of Termination or the date specified by the Company pursuant to Section 4(B), whichever is earlier.

 

 

 

(F) “Disability” shall mean the Employee’s incapacity due to reasonably documented physical or mental illness that shall have prevented the Employee from performing his duties for the Company on a full-time basis for more than six months.

 

 

 

(G) “Effective Date” shall have the meaning set forth in Section 2(B).

 

 

 

(H) “Employee” shall have the meaning set forth in the preamble hereto.

 

 

 

(I) The Employee shall have “Good Reason” to resign his employment during the period of two years which follows the occurrence (without the Employee's prior written consent) of any of the following:

 

(i) failure of the Company to make any material payment under this Agreement;

 

(ii) the Company’s material breach of this Agreement; or (iii) relocation of the Company’s principal office from the Seattle metropolitan area; provided, however, that the Employee may not resign his employment for Good Reason

 

unless: (A) the Employee has provided the Company with at least 30 days prior written notice of his intent to resign for Good Reason (which notice must be provided within 90 days following the occurrence of the event(s) purported to

 

constitute Good Reason); and (B) the Company has not remedied the alleged violation(s) within the 30-day period.

 

 

 

(J) “Blight” shall mean Blight, LLC, a Washington limited liability company.

 

 

 

(K) “Notice of Termination” shall have the meaning set forth in Section 4(B).

 

 

 

(L) “Section 409A” shall have the meaning set forth in Section 20.

 

 

 

(M) “Term” shall have the meaning set forth in Section 2(B).

 

 

(N) "Content" shall have the meaning set forth in Section 23.

 

 

(O) "Games" shall have the meaning set forth in Section 22.

 

 

(P) "Tagging" or "Tag" shall have the meaning set force in Section 22(A).

 

 

2. Employment

 

 

 

(A) In General. The Company shall employ the Employee and the Employee shall enter the employ of the Company, for the period set forth in Section 2(B), in the position set forth in Section 2(C),

 

and upon the other terms and conditions herein provided.

 

 

 

(B) Term of Employment. The initial term of employment under this Agreement (the “Initial Term”) shall be for the period beginning on June 9, 2010 (the “Effective Date”) and ending on the first anniversary thereof,

 

unless earlier terminated as provided in Section 4. The employment term hereunder shall automatically be extended for successive one-year periods (“Extension Terms” and, collectively with the Initial Term, the “Term”) unless either party gives notice of non-extension to the other no later than 30 days prior to the expiration of the then-applicable Term.

 

 

 

(C) Position and Duties. During the Term, the Employee: (i) shall serve as Employee of the Company, with responsibilities, duties and authority customary for such position, subject to direction by the Chief Executive Officer and the Board; (ii) shall report directly to the Chief Executive Officer; (iii) shall devote substantially all his working time and efforts to the business and affairs of the Company and its subsidiaries; and (iv) agrees to observe and comply with the Company’s rules and policies as adopted by the Board from time to time.

 

 

 

3. Compensation and Related Matters(A) Annual Base Salary. During the Term, the Employee shall receive a base salary (the “Annual Base Salary”) at a starting rate of $0 per monthly exponentially increasing with the acquired workload deemed by the Company, which amount shall be increased by 5% per annum on a cumulative basis on each anniversary of the Effective Date. The Annual Base Salary shall be payable in accordance with the customary payroll practices of the Company.

 

 

 

(B) Benefits. The Employee shall be not entitled to participate in employee benefit plans but will be entitled to programs and arrangements of the Company now (or, to the extent determined by the Board, hereafter) in effect

 

which are applicable to the senior officers of the Company.

 

 

 

(C) Vacation. During the Term, the Employee shall be entitled to not more than two weeks paid vacation in accordance with the Company’s applicable policies and procedures.

 

 

 

(D) Expenses. The Company shall reimburse the Employee for all reasonable travel and other business expenses incurred by him in the performance of his duties to the Company in accordance with the Company’s applicable expense reimbursement policies and procedures and consistent with past practices as applied to the Employee. Definition provided by Section 28(D).

 

 

 

(E) Discretionary Bonuses. The Board, in its sole discretion, may award the Employee additional annual or other bonuses during the Term.

 

 

4. Termination. The Employee’s employment hereunder may be terminated by the Company or the Employee, as applicable, without any breach of this Agreement only under the following circumstances:

 

 

 

(A) Circumstances

 

 

 

(i) Death. The Employee’s employment hereunder shall terminate upon his death.

 

 

 

(ii) Disability. If the Employee incurs a Disability, the Company may give the Employee written notice of its intention to terminate the Employee’s enrollment. In that event, the Employee’s enrollment with the Company shall terminate

 

effective on the later of the 30th day after receipt of such notice by the Employee or the date specified in such notice, provided that within the 30 days after such receipt, the Employee shall not have returned to full-time performance of his duties.

 

 

 

(iii) Termination by the Company for Cause. The Company may terminate the Employee’s employment for Cause.

 

 

 

(iv) Termination by the Company without Cause. The Company may terminate the Employee’s employment without Cause.

 

 

 

(B) Notice of Termination. Any termination of the Employee’s employment by the Company or by the Employee under this Section 4 (other than termination pursuant to paragraph (A)(i)) shall be communicated by a written notice to

 

the other party hereto indicating (i) the specific termination provision in this Agreement relied upon, (ii) except with respect to a termination pursuant to Section 4(A)(iv) or 4(A)(vi), setting forth in reasonable detail the facts and

 

circumstances claimed to provide a basis for termination of the Employee’s employment under the provision so indicated, and (iii) specifying a Date of Termination which, if submitted by the Employee (or, in the case of a termination described in Section 4(a)(ii), by the Company), shall be at least 30 days following the date of such notice (a “Notice of Termination”); provided, however, that a Notice of Termination delivered by the Company pursuant to Section 4(A)(ii) shall not be required to specify a Date of Termination, in which case the Date of Termination shall be determined pursuant to Section 4(A)(ii); and provided, further, that in the event that the Employee delivers a Notice of Termination to the Company, the Company may, in its sole discretion, change the Date of Termination to any date that occurs during the period beginning on the date of Company’s receipt of such Notice of Termination and ending on the date specified in such Notice of Termination. A Notice of Termination submitted by the Company may provide for a Date of Termination on the date the Employee receives the Notice of Termination, or any date within 45 days thereafter. The failure by the Employee or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause or Good Reason shall not waive any right of the Employee or the Company hereunder or preclude the Employee or the Company from asserting such fact or circumstance in enforcing the Employee’s or the Company’s rights hereunder.

 

 

 

5. Company Obligations Upon Termination of Employment(A) In General. Upon a termination of the Employee’s employment for any reason, the Employee (or the Employee’s estate) shall be entitled to receive the sum of the Employee’s Annual Base Salary through the Date of Termination not theretofore paid; any expenses owed to the Employee under Section 3(D); any accrued vacation pay owed to the Employee pursuant to Section 3(C); and any amount arising from the Employee’s participation in, or benefits under, any employee benefit plans, programs or arrangements under Section 3(B), which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements.

 

 

 

(B) Termination without Cause or due to Resignation for Good Reason. If the Employee’s employment shall be terminated by the Company without Cause or by the Employee for Good Reason (but not by reason of the Employee’s death, Disability, termination by the Company for Cause or termination by the Employee without Good Reason), then, in addition to the payments described in Section 5(a), beginning with the first payroll period following the 30th day following the Date of Termination, the Company shall:

 

 

 

(i) Continue to pay to the Employee, in accordance with the Company’s regular payroll practice following the Date of Termination, the Employee’s Annual Base Salary until the earlier of (A) the second anniversary of the Date of

 

Termination or (B) the date the Employee first violates any of the restrictive covenants set forth in Section 6, provided however, that the initial payment shall include Base Salary amounts for all payroll periods from the Date of Termination through the date of such initial payment; and

 

 

 

(ii) Continue coverage for the Employee and any eligible dependents under all Company group health benefit plans in which the Employee and any dependents were entitled to participate immediately prior to the Date of Termination,

 

to the extent permitted thereunder and subject to any cost-sharing or similar provisions in effect thereunder as of the Date of Termination, until earlier of (A) the second anniversary of the Date of Termination or (B) the date the Employee first violates any of the restrictive covenants set forth in Section 6. As of the date that the Employee ceases to receive coverage under any group health plan pursuant to this Section 5(B)(ii), the Employee shall be eligible to elect to receive “COBRA” continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. If such benefits cannot be provided under the Company’s group health benefit plans, such benefits will be provided on an individual basis to the Employee such that his after-tax costs will be no greater than the costs for such benefits under the Company’s plans.

 

 

 

(C) Notwithstanding any provision to the contrary in this Agreement: (i) no amount shall be payable pursuant to Section 5(B) unless the Employee’s termination of employment constitutes a “separation from service” within the meaning of

 

Section 1.409A-1(h) of the Department of Treasury Regulations and unless, on or prior to the 30th day following the Date of Termination (A) the Employee executes a waiver and release of claims agreement in the Company’s customary form and (B) such waiver and release of claims agreement shall not have been revoked by the Employee prior to such 30th day; and (ii) if the Employee is deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(A)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the termination benefits to which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(A)(2)(B)(i) of the Code, such portion of Employee’s termination benefits shall not be provided to Employee prior to the earlier of (A) the expiration of the six-month period measured from the date of the Employee’s “separation from service” with the Company (as such term is defined in the Treasury Regulations issued under Section 409A of the Code) or (B) the date of Employee’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 5(C)(ii) shall be paid in a lump sum to the Employee, and any remaining payments due under the Agreement shall be paid as otherwise provided herein; (iii) for purposes of Section 409A of the Code, the Employee’s right to receive installment payments pursuant to Section 5(B) shall be treated as a right to receive a series of separate and distinct payments; and (iv) the reimbursement of any expense under Sections 3(B) or 5(B) shall be made no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The determination of whether the Employee is a “specified employee” for purposes of Section 409A(A)(2)(B)(i) of the Code as of the time of his separation from service shall made by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto).

 

 

 

 

 

6. Restrictive Covenants. (A) Confidentiality. The Employee agrees that he will not during the Term or thereafter divulge to anyone (other than the Company or any persons designated by the Company) any knowledge or information of any type whatsoever of a confidential nature relating to the business of the Company, including, without limitation, all types of trade secrets, business strategies, marketing and distribution plans as well as ideas, proposals, plans, scripts, treatments and formats described in Section 6(B) below. The Employee further agrees that he will not disclose, publish or make use of any such knowledge or information of a confidential nature (other than in the performance of the Employee’s duties hereunder) without the prior written consent of the Company. This provision does not apply to information which becomes available publicly without the fault of the Employee or information which the Employee is required to disclose in legal proceedings, provided the Employee gives advance written notice to the Board and an opportunity to for the Company to resist such disclosure.

 

 

 

(B) Intellectual Property. During the Term, the Employee will disclose to the Company all ideas, proposals, plans, scripts, treatments, and formats invented or developed by the Employee which relate directly or indirectly to the business of the Company or any of its subsidiaries or affiliates including, without limitation, any ideas, proposals and plans which may be copyrightable, trademark able, patentable or otherwise exploitable. The Employee agrees that all such ideas, proposals, plans, scripts, treatments, and formats are and will be the property of the Company. The Employee further agrees, at the Company’s request, to do whatever is necessary or desirable to secure for the Company the rights to said ideas, proposals, plans, scripts, treatments, and formats, whether by copyright, trademark, patent or otherwise and to assign, transfer and convey the rights thereto to the Company.

 

 

 

(C) Name and Likeness. The Company shall have the right in perpetuity to use the Employee’s name, image, and likeness in connection with credits, advertising and publicity for product for which the Employee performs any development and/or production services, and during the Term otherwise in connection with the Company and its business.

 

 

 

(D) Competitive Business Restrictions. During the Term, the Employee shall not engage directly or indirectly, whether as an employee, independent contractor, consultant, partner, shareholder or otherwise, in a business or other endeavor which would or might interfere with any of his duties or obligations hereunder or which is competitive with or similar to the business of the Company or any of its subsidiaries or affiliates, including but not limited to any business related to the production, distribution or other exploitation of made for television movies or miniseries or the ownership, management, production, distribution or any other exploitation of any other audiovisual or Electronic Sports materials.

 

 

 

(E) Non-Solicitation. The Employee further agrees that during the Term and for a period of two years thereafter, the Employee will not employ or attempt to employ or assist anyone else to employ any person who is, as of the Date

 

of Termination, working as an officer, policymaker or in creative development (including without limitation executive employees) for or rendering services as such to the Company (e.g., this prohibition does not apply to anyone who is a short term employee engaged by the Company specifically to work on the development or production of a particular motion picture, television or other audiovisual property).

 

 

 

(F) Non-Compete. In consideration of the Company’s agreements herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Employee agrees, in addition to any other

 

obligation imposed by this Section 6, that he will not, during the period beginning on the Date of Termination and ending on the second anniversary thereof (the “Non-Compete Period”), engage directly or indirectly, whether as

 

an employee, independent contractor, consultant, partner, shareholder or otherwise, in a business or other endeavor which is competitive with or similar to any business of the Company (including without limitation any business related to the production, distribution or other exploitation of made for television movies or miniseries), or any business which as of the Date of Termination is contemplated by the Company and has been formally considered by the Board at a meeting (any such business or endeavor, a “Competitive Business”), anywhere in the world. Notwithstanding the foregoing, at any time during the Non-Compete Period the Employee may request in writing to the Board that the Board consent to the Employee’s direct or indirect engagement in, ownership of equity interest in, or management or operation of (whether as a director, officer, employee, agent, representative, security holder, consultant or otherwise) any Competitive Business which derives less than 10% of its aggregate annual revenues from the production, distribution or other exploitation of made for television movies or miniseries, which request the Board shall consider in good faith based upon the Board’s determination of the potential impact of the Employee’s involvement in such Competitive Business on the Company and its stockholders. The Employee specifically acknowledges that he is of special, unique and extraordinary value to the Company because of, inter alia, his personal relationships with performers, producers, writers, directors, creative sources, and distributors; that if he were to leave the Company and compete with it, the Company’s value would be materially diminished; that Blight which acquired substantially all of the outstanding Membership Interests of the Company in reliance on the good will of the business arising from the performance by the

 

 Employee of his obligations hereunder would lose the benefit of that transaction; that Blight would not have made such acquisition of substantially all of the outstanding Membership Interests of the Company in the absence of this

 

Agreement; that as a key Employee of the Company, he has access to all confidential information, trade secrets, and the like, of the Company; that he has independent means of supporting himself and his family; and that in view of the foregoing, the restrictions imposed by this Section 6(F) are reasonably necessary to protect the Company against unfair competition by the Employee and are not unduly burdensome to the Employee. In addition, notwithstanding any provision of Section 6(D) or 6(F) to the contrary, the restrictions on the Employee under Section 6(D) and/or 6(F) shall terminate upon the 60th day following the Company’s filing for relief under Chapter 7 of the United States Bankruptcy Code (provided that such Chapter 7 case is not converted into a Chapter 11 case under the United States Bankruptcy Code within the 60 day period following the Company’s Chapter 7 filing). The parties acknowledge and agree that if the Chapter 7 case described in the preceding sentence is timely converted into a Chapter 11 case but the Company is nevertheless liquidated rather than reorganized, then the restrictions on the Employee under Section 6(D) and/or 6(F) shall terminate upon the effective date of a liquidating plan of reorganization under Chapter 11. For the avoidance of doubt, in no event shall the Company’s filing for relief under Chapter 7 of the United States Bankruptcy Code (whether or not converted into a Chapter 11 case) cause the Non-Compete Period to extend beyond the second anniversary of the Date of Termination. Furthermore, notwithstanding any other provision of this Section 6(f), if the Company fails to make any payment to the Employee pursuant to Section 5(B)(i) (other than in accordance with Section 5(B)(i)(B) due to the Employee’s violation of any restrictive covenant set forth in this Section 6) and the Employee notifies the Company of such failure in accordance with the notice provisions set forth in Section 10, then the Non-Compete Period shall expire after the third business day following the date the Company receives such notice from the Employee, but only if the Company has not cured the failure during the three-business day period following the Company’s receipt of such notice.

 

 

 

(G) Non-Disparagement. The Employee agrees not to disparage the Company, any of its products or practices, or any of its directors, officers, agents, representatives, stockholders or affiliates, either orally or in writing, at any time.

 

 

 

(H) Interpretation. In the event the terms of this Section 6 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area

 

or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. As used in this Section 6, the term “Company” shall include the Company, its parent, related entities, and any of its direct or indirect subsidiaries or affiliates.

 

 

(I) Any part of this is broken at any time it is a fee of $100 payable to blight LLC.

 

 

 

7. Injunctive Relief. The Employee recognizes and acknowledges that a breach of the covenants contained in Section 6 will cause irreparable damage to Company and its goodwill, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, the Employee agrees that in the event of a breach of any of the covenants contained in Section 6, in addition to any other remedy which may be available at law or in equity, the Company will be entitled to specific performance and injunctive relief.

 

 

 

8. Assignment and Successors. The Company may assign its rights and obligations under this Agreement to any entity which is a successor to all or substantially all the assets of the Company, by merger or otherwise, and may assign

 

or encumber this Agreement and its rights hereunder as security for indebtedness of the Company and its affiliates. The Employee may not assign his rights or obligations under this Agreement to any individual or entity. This Agreement shall be binding upon and inure to the benefit of the Company, the Employee and their respective successors, assigns, personnel and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as  applicable.

 

 

 

9. Governing Law. This Agreement shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of Washington, without reference to the principles of conflicts of law of Washington or any other jurisdiction, and where applicable, the laws of the United States.

 

 

10. Arbitration. Any controversies arising out of the terms of this Agreement or its interpretation shall be settled in Washington in accordance with the rules of the American Arbitration Association, and the judgment upon award may be entered in any court having jurisdiction thereof.

 

 

 

11. Notices. Any notice, request, claim, demand, document and other communication hereunder to any party shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally or sent by telex, telecopy, or certified or registered mail, postage prepaid, to the following address (or at any other address as any party shall have specified by notice in writing to the other party):

 

 

 

(a)       If to the Company:

 

Blight , LLC

 

8016 Jones Ave NW

 

Seattle, WA 98117

 

Attn: General Counsel

 

Telephone: 206-579-5659

 

 

 

12. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

 

 

 

13. Entire Agreement. The terms of this Agreement (together with any other agreements and instruments contemplated hereby or referred to herein) are intended by the parties to be the final expression of their agreement

 

with respect to the employment of the Employee by the Company and may not be contradicted by evidence of any prior or contemporaneous agreement. This Agreement shall supersede all undertakings or agreements, whether written or oral, previously entered into by the Employee and the Company or any predecessor thereto or affiliate thereof  with respect to the employment of the Employee by the Company. The parties further intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement.

 

 

 

14. Amendments; Waivers. This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by the Employee and the Chairman of the Board (or his delegate). By an instrument in writing

 

similarly executed, the Employee or the Chairman of the Board (or his delegate) may waive compliance by the other party or parties with any provision of this Agreement that such other party was or is obligated to comply with or perform; provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy, or power hereunder preclude any other or further exercise of any other right, remedy, or power provided herein or by law or in equity.

 

 

15. No Inconsistent Actions. The parties hereto shall not voluntarily undertake or fail to undertake any action or course of action inconsistent with the provisions or essential intent of this Agreement. Furthermore,

 

it is the intent of the parties hereto to act in a fair and reasonable manner with respect to the interpretation and application of the provisions of this Agreement.

 

 

 

16. Construction. This Agreement shall be deemed drafted equally by both the parties. Its language shall be construed as a whole and according to its fair meaning. Any presumption or principle that the language is to

 

be construed against any party shall not apply. The headings in this Agreement are only for convenience and are not intended to affect construction or interpretation. Any references to paragraphs, subparagraphs, sections or subsections are to those parts of this Agreement, unless the context clearly indicates to the contrary. Also, unless the context clearly indicates to the contrary, (A) the plural includes the singular and the singular includes the plural; (B) “or” is used both conjunctively and disjunctively; (C) “any,” “all,” “each,” or “every” means “any and all,” and “each and every”; (D) “includes” and “including” are each “without limitation”; (E) “herein,” “hereof,” “hereunder” and other similar compounds of the word “here” refer to the entire Agreement and not to any particular paragraph, subparagraph, section or subsection; and (F) all pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the entities or persons referred to may require.

 

 

 

17. Enforcement. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a portion of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or Unenforceable provision as may be possible and be legal, valid and enforceable.

 

 

 

18. Withholding. The Company shall be entitled to withhold from any amounts payable under this Agreement any federal, state, local or foreign withholding or other taxes or charges which the Company is required to withhold.

 

The Company shall be entitled to rely on an opinion of counsel if any questions as to the amount or requirement of withholding shall arise.

 

 

 

19. Employee Acknowledgment. The Employee acknowledges that he has read and understands this Agreement, is fully aware of its legal effect, has not acted in reliance upon any representations or promises made by the Company other than those contained in writing herein, and has entered into this Agreement freely based on his own judgment.

 

 

 

19. Survival. The expiration or termination of the Term shall not impair the rights or obligations of any party hereto, which shall have accrued prior to such expiration or termination.

 

 

 

20. Section 409A. The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and the parties agree to use their best efforts to achieve timely compliance with, Section 409A of the Internal Revenue Code of 1986, as amended, and the Department of Treasury Regulations and other interpretive guidance issued thereunder (“Section 409A”), including without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that any compensation or benefits payable or provided under this Agreement may be subject to Section 409A, the Company may adopt such limited amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company reasonably determines are necessary or appropriate to (A) exempt the compensation and benefits payable under this Agreement from Section 409A and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (B) comply with the requirements of Section 409A.

 

21. Written Reports. The Company may request that project plans, progress reports and a final results report be provided by Contractor on a monthly basis. A final results report shall be due at the conclusion of the project and shall be submitted to the Company in a confidential written report at such time. The results report shall be in such form and setting forth such information and data as is reasonably requested by the Company. Each report is the sole property of blight and their respect partners.

 

22. Representation The employee must represent the company in all aspects that are fit deem-able for professional recognition this is including but not excluding all third party websites, applications, events, meetings and anything else that Blight LLC deems an appropriate area to represent the company and its affiliates.

 

(A) Tagging. During the Tenure, the Employee shall represent Blight LLC by supporting the companies name and logo on all third party websites and applications. The Employee is required at all times to have the tag visible to the public.

 

 

23. Entire Understanding. This document and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.

 

 

24. Independent Contractor. This Agreement shall not render the Contractor an employee, partner, agent of, or joint venturer with the Company for any purpose. The Contractor is and will remain an independent contractor in [his or her] relationship to the Company. The Company shall not be responsible for withholding taxes with respect to the Contractor’s compensation hereunder. The Contractor shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

 

 

25. Conflicts of Interest; Non-hire Provision. The Contractor represents that [he or she] is free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between the Contractor and any third party. Further, the Contractor, in rendering [his or her] duties shall not utilize any invention, discovery, development, improvement, innovation, or trade secret in which [he or she] does not have a proprietary interest. During the term of this agreement, the Contractor shall devote as much of [his or her] productive time, energy and abilities to the performance of [his or her] duties hereunder as is necessary to perform the required duties in a timely and productive manner. The Contractor is expressly free to perform services for other parties while performing services for the Company. For a period of six months following any termination, the Contractor shall not, directly or indirectly hire, solicit, or encourage to leave the Company’s employment, any employee, consultant, or contractor of the Company or hire any such employee, consultant, or contractor who has left the Company’s employment or contractual engagement within one year of such employment or engagement.

 

 

26. Modification or Amendment  No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto.

 

 

27. Right to Injunction. The parties hereto acknowledge that the services to be rendered by the Contractor under this Agreement and the rights and privileges granted to the Company under the Agreement are of a special, unique, unusual, and extraordinary character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated by damages in any action at law, and the breach by the Contractor of any of the provisions of this Agreement will cause the Company irreparable injury and damage. The Contractor expressly agrees that the Company shall be entitled to injunctive and other equitable relief in the event of, or to prevent, a breach of any provision of this Agreement by the Contractor. Resort to such equitable relief, however, shall not be construed to be a waiver of any other rights or remedies that the Company may have for damages or otherwise. The various rights and remedies of the Company under this Agreement or otherwise shall be construed to be cumulative, and no one of the them shall be exclusive of any other or of any right or remedy allowed by law.

 

 

28. Expenses. (A) During the term of this Agreement, the Contractor shall bill and the Company shall reimburse [him or her] for all reasonable and approved out-of-pocket expenses which are incurred in connection with the performance of the duties hereunder. Notwithstanding the foregoing, expenses for the time spent by Contractor in traveling to and from Company facilities shall not be reimbursable.

 

(B) The Employee is responsible for keeping track of all his incurred expenses during the term of the contract and are the sole property of Blight LLC and the employee. Each report is filled with the state of Washington Federal Tax services and thus the Employee is considered a 1099 under the United States. There will not be any deductions for federal and state income taxes, nor will any deferred compensation, social security, or medical deductions be taken. Since the 1099 recipient is not a Full time employee of the business, the business is obligated only to tender the income to the contractor sans any deductions. This 1099 income is also reported to the Internal Revenue Service so it has the opportunity to track income from freelance workers. The freelancer will be obligated to make his or her own tax deductions and forward such payments to the IRS.

 

 

(C) All expense reports or expenses shall be documented under the company and sent to the employee by means of Email service to __________________.

 

 

(D) Travel compensation is the sole responsibility of Blight LLC, any travel expenses have to be pre-approved with the company within a month of the travel date. Blight LLC retains the right not to fully reimburse or pay for travel for the Employee before the date of departure which will be brought to the Employee's attention prior. Each Travel compensation request has to fall under the Blight LLC guidelines for acceptability.

 

 

29. Content (A) The Employee is required to produce sufficient content for Blight LLC each month. This is the following but not limited to, Blogs, Videos, Articles, Posts, Appearances, Live shows, and Ideas. All content is agreed upon before entering into agreement and will be maintained on a consistent basis by the employee.

 

 

(B) The Employee is required to complete on written article each week of employment unless on vacation or approved by Blight LLC. Each article must have a minimum length based upon Basic paragraph structure. All article topics must be approved by Blight LLC. Anything greater then the weekly amount will be compensated for by the Company.

 

 

(C) All Content is the intellectual property of Blight LLC and its partners, for publication the content must be given express written consent from Blight LLC. All Content that is given to a 3rd party prior publication or post publication is subject to legal ramifications by Washington state law.

 

 

(E) Each article that is not produced on time shall incur a Fee of Twenty dollars accumulating at the end of  the fiscal month which will be taken out of the Employee's Annual Base Salary or Travel expenses. If the article is produced before the end of the fiscal month the Fee is waived. Each fee can not be carried over for the next month and a maximum fine of one hundred dollars each month if all four articles are not produced.

 

(F) Idling on mIRC (http://www.mirc.com) on the following channels via the gamesurge network #blight #blight-private #eoreality. The employee must frequent the channels during peak hours of each day during the week.

 

 

(G) Each month the Empolyee is required to do a total of two different marketing or public relation events to represent Blight LLC. Both are not to conflict with any third party or the work being done with Blight LLC

 

 

30. Accounts (A) The Employee is to create several accounts and maintain

 

(B) Make a gamesurge account (http://gamesurge.net/)

 

(C) Make a Quakenet account (http://www.quakenet.org/)

 

(D) Make a Xfire account (http://www.xfire.com/) The Employee is required to frequent the Xfire forums and upload video content to the website.

 

(E) The Employee is required to frequent the Blight LLC public forums (http://blightgaming.com/forum.php).

 

 

31. Contract Buy out. The Employee has the option of his contract and tenure with Blight LLC to be purchased by another company or a personal emtity in one payment of $1250 thus ending his current contract with Blight LLC instantly. The buy out can be performed by either party and does require a reasonable explanation for the circumstances.

 

 

32. Prize Money. (A) Blight LLC receives the prerogative to manage the intake of money from third party companies and private benefactors. Each transaction will be sent to PayPal address Blackfoger@gmail.com

 

 

(B) No amount of currency shall be directly sent to the player because it can result in breaking of the contractual obligations between players and organization. It also always Blight LLC to file taxes correctly when the funds are delivered directly to the company.

 

 

33. Non trolling clause (A) The Employee is to NOT in-gauge in any behavior characterized as a troll, whom is someone who posts inflammatory, extraneous, commences an argument or off-topic messages in an online community, such as an online discussion forum, chat room, or blog, with the primary intent of provoking other users into a desired emotional response or of otherwise disrupting normal on-topic discussion as well as performs wise-crackery, posting incorrect information, asking blatantly stupid questions, or other foolishness. In addition to the offending poster, the noun “troll” can also refer to the provocative message itself, While the term troll and its associated action, trolling, are primarily associated with Internet discourse, also includes media attention, with 'trolling' being used to describe many intentionally provocative actions outside of an online context.Trolling is the act of purposefully antagonizing other people on the internet, generally on message boards. .

 

34. Passport (A) The employee is required to maintain a non expired passport while employed by Blight LLC

 

(B) Blight LLC will not be responsible for any fee's related to buying a passport or expediting a passport to attend a LAN event or a non work related cause or renewing an expired passport.

 

 

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.

 

 

 

 

 

___________________________                                                      _____________________________                                                    _______________________________

 

 

 

James Louis Larsen                                                                                           Enter the Name Here                                                                                    Parent/Guardian

 

Ceo                                                                                                                          Employee                                                                               If Employee is under the legal age.

 

Blight LLC subsidiary of Hilda James LLC

 

 

 

Employee Initials ____