POSTGAME, LLC

ATHLETE AGREEMENT

 

This Agreement, executed on ______________________ is entered into by and between POSTGAME LLC, with an address of 227 Central Ave, Sarasota, FL 34236 (hereinafter referred to as the “Postgame”) and____________________________, an athlete with an email address of ___________________________(hereinafter, the “Athlete”). Postgame and Athlete may be referred to collectively as the “Parties.” For good and valuable consideration, receipt of which is hereby acknowledged, the Parties agree as follows:

 

1. ENGAGEMENT. Postgame hereby engages Athlete from the date of execution of this Agreement through and including the date(s) of performance (“the Term”) for the limited purpose of promoting certain Brand Affiliates (hereinafter, the ‘“Brand”) and brand content (hereinafter, the “Content”), through Athlete’s social media outlets. The nature of the Content to be promoted and the specific details and requirements of the promotion is outlined in the attached Schedule A. During the Term, Athlete agrees to be engaged for the purpose of promoting the brand content and to be bound by the guidelines as attached as Schedule B (“Guidelines”). Athlete hereby appoints Postgame as its representative on a non-exclusive, non-employee basis to partner with brands on behalf of the Athlete for the purposes of promoting the Brand’s products or services as outlined in Schedule A.

 

1. DATE OF PERFORMANCE. Parties agree that the Content will be disseminated on Athlete’s social media channels, website, blog, and other related digital channels as specified in Schedule B starting on the Date(s) of Performance. This dissemination on the specified date(s) will constitute the date(s) of performance and upon performance of the promotion of the Content and fulfillment of the terms, and upon payment of compensation by Postgame as outlined below, this Agreement shall terminate and Athlete’s rights to use the brand name as described within this Agreement shall terminate as well.

 

1. DELIVERABLES. Athlete will deliver the agreed number of posts on the agreed platforms as outlined in Schedule A. The Services shall conform to the specifications and instructions of the Brand as outlined in Schedule B, abide by the rules of the relevant social media platforms, and are subject to the Brand’s acceptance and approval. Brand has a maximum of two (2) days to reject any deliverable in accordance with this Section and must notify Athlete within two (2) days of receipt of work that additional revisions and/or amendments will be requested.

 

1. OWNERSHIP. Postgame and Brand acknowledges and agrees that Athlete for the purpose of performing the Services under this Agreement shall own, exclusively and in perpetuity, all rights of whatever kind and character, throughout the universe and in any and all languages, in and to the videos, photographs, text and/or all works of similar nature produced, developed, or created by Athlete for this Agreement and any and all intellectual property rights thereto, including trademarks, trade secrets, trade dress, design, mask work, copyrights, and patent rights (collectively, the “Content”).  Athlete acknowledges and agrees that Postgame has the right to sublicense the Content to the Brand as agreed upon in schedule A. Notwithstanding the foregoing, Athlete may delete posts from his/her owned and/or controlled social media channels containing any Content after a period of ninety (90) days from post date.

 

1. USAGE. Postgame shall cause Athlete to grant to Postgame and to the Brand a non-exclusive, royalty free, worldwide license to use the Content (including Athlete's name and likeness) as set forth in Schedule A for the purpose of promoting Postgame, the Brand and the Brand Products in any and all media, including but not limited to social media and website during the term of this Agreement and for a period of 90 days thereafter.  Continued use of the Content beyond 90 days will require additional licensing to be negotiated between Postgame, the Brand and the Athlete.

 

1. LICENSE. Postgame grants to Athlete a temporary license to use the Brand’s name, logo and promotional materials as may be necessary to achieve the promotional purpose but only in compliance with the Guidelines and only to achieve the promotional purpose as described in the Schedule A.  Athlete grants to Postgame a non-exclusive, royalty free, worldwide license to use Athlete's name and likeness in all media including Postgame website and the Postgame website and on social media sites and in all formats of print and digital media advertising or to display Content Pieces (or portions thereof) achieved under this Agreement as examples of Postgame’s work and for purposes of promoting Athlete for future endorsement opportunities.

 

1. CANCELLATION. Either party may terminate this agreement upon fifteen (15) days prior written notice if the other party breaches this agreement and does not cure such breach within such time period. In addition to any right or remedy that may be available to Postgame under this agreement or applicable law, In addition, in the event that Athlete has breached this agreement, Postgame may (i) immediately suspend, limit or terminate Athlete's access to any Postgame account and/ or (ii) instruct Athlete to cease all promotional activities or make clarifying statements, iii) repay to Postgame the compensation provided including any cash payments and the fair market value of the products and/or services provided by the Brand,  and Athlete shall immediately comply. Either party may terminate this agreement at any time without cause upon thirty days prior written notice to the other party.

 

1. CONFIDENTIALITY AND EXCLUSIVITY. During the course of Athlete's performance of services for Postgame, Athlete will receive, have access to and create documents, records and information of a confidential and proprietary nature to Postgame and customers of Postgame. Athlete acknowledges and agrees that such information is an asset of Postgame or its clients, is not generally known to the trade, is of a confidential nature and, to preserve the goodwill of Postgame and its clients must be kept strictly confidential and used only in the performance of Athlete's duties under this Agreement. Athlete agrees that he/she will not use, disclose, communicate, copy or permit the use or disclosure of any such information to any third party in any manner whatsoever except to the existing employees of Postgame or as otherwise directed by Postgame in the course of Athlete's performance of services under this Agreement, and thereafter only with the written permission of Postgame. Upon termination of this Agreement or upon the request of Postgame, Athlete will return to Postgame all of the confidential information, and all copies or reproductions thereof, which are in Athlete's possession or control. Athlete agrees that during the tenure of this contract, and for a three-month term afterward, Athlete will not undertake Athlete marketing for a competitor in the same vertical as Postgame.

 

1. COMPENSATION. As compensation for Athlete's satisfactory performance, Postgame agrees to pay Athlete

________________________________________________. Athlete agrees that this payment shall be the sole and entire compensation received and no other compensation of any kind shall be due upon termination of the Agreement or thereafter.

 

1. PAYMENT TERMS. Payment will be made by PayPal, Venmo, Apple Pay, or Cash App provided by Athlete. Payments will be due thirty (30) days after the completion of the agreement as outlined in Schedule A.

 

1. MATERIAL DISCLOSURES AND COMPLIANCE WITH FTC GUIDELINES. When publishing posts/statuses about Postgame products or services and the Brand’s products or services, Athlete must clearly disclose his/her “material connection” with Postgame and the Brand, including the fact that Athlete was given any consideration, was provided with certain experiences or is being paid for a particular service. The above disclosure should be clear and prominent and made in close proximity to any statements that Athlete makes about Postgame, the Brand, Postgame’s products or services and the Brand’s products or services. Please note that this disclosure is required regardless of any space limitations of the medium (e.g. Instagram), where the disclosure can be made via Hashtags, e.g. #sponsored. Athlete's statements should always reflect Athlete's honest and truthful opinions and actual experiences. Athlete should only make factual statements about Postgame and the Brand  and it’s products or services which Athlete knows for certain are true and can be verified.

 

1. FORCE MAJEURE. If either party is unable to perform any of its obligations by reason of fire or other casualty, strike, act or order of public authority, act of God, or other cause beyond the control of such party, then such party shall be excused from such performance during the pendency of such cause.

 

1. INDEPENDENT CONTRACTOR. Athlete is retained as an independent contractor of Postgame. Athlete acknowledges and agrees that (i) Postgame will be retained as Athlete's exclusive representative for any continued partnership with the Brand as set forth in Schedule A, which will be limited to future endorsement opportunities solely with the Brand for a period of twelve (12) months (ii) Athlete is solely responsible for the manner and form by which Athlete performs under this Agreement, and (iii) Athlete is a self-employed individual, who performs services similar to the services outlined in Schedule A for various entities and individuals other than Postgame. Athlete is responsible for the withholding and payment of all taxes and other assessments arising out of Athlete's performance of services, and neither Athlete nor any of Athlete's employees or independent clients shall be entitled to participate in any employee benefit plans of Postgame.

 

1. REPRESENTATIONS AND WARRANTIES. Parties represent and warrant to each other that each is free to enter into this Agreement and that this engagement does not violate the terms of any agreement between any third party.

 

1. GENERAL TERMS. If the scope of any of the provisions of the Agreement is too broad in any respect whatsoever to permit enforcement to its full extent, then such provisions shall be enforced to the maximum extent permitted by law, and the parties hereto consent and agree that such scope may be judicially modified accordingly and that the whole of such provisions of this Agreement shall not thereby fail, but that the scope of such provisions shall be curtailed only to the extent necessary to conform to law.  This Agreement may not be assigned by either party without the prior written consent of the other, and any such purported assignment shall be void. This Agreement is made in Florida and shall be construed and interpreted in accordance with the law of Florida, applicable to contracts made and to be performed entirely therein. This document is a complete and exclusive statement of the terms of this agreement and may not be changed orally but only by writing signed by both parties.