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Player Agreement NBA 2K18

Player Agreement – NBA 2K18 1on1 NZ Championship

PARTIES
Let’s Play Live Media Limited (NZCN 6460913) t/a LPL
(LPL)

BACKGROUND
A. LPL is operating an esports tournament called NBA2K18 1v1 Nationals.
B. The Player has been selected as a participant in the tournament.
C. This Agreement sets out the terms and conditions on which the Player will participate in the tournament.

CONTRACT TERMS
The table of contract terms below sets out the key commercial terms relating to the Event.
Event NBA 2K18 1on1 NZ Championship Event Date 21 July to 30 September 2018
Sanctioning Body New Zealand Esports Federation Incorporated Console PS4/PS4 Pro
Player Status n/a Age Limit 18

Prize Money

1st Place – $5,000 NZD + “NBA Experience” ($5,000 NZD Value)
2nd Place – $3,000 NZD + “Breakers Experience”
3rd Place – $1,000 NZD + “Breakers Experience”
4th Place – $1,000 NZD+ “Breakers Experience

Event Format

1. All matches to be played offline at LPL Studios in Auckland.
2. All games 1v1
3. Single elimination tournament with loser leaving competition and winner progressing.
4. Tournament structure:
(a) Elite 8 regional matches to be 3 min quarters and best of 3 format. Played on:
• 12 August – North Island Elite 8 Round 1
• 19 August – South Island Elite 8 Round 1
• 26 August – North Island Elite 8 Round 2
• 2 September – South Island Elite 8 Round 2
(b) Final 4 regional matches to be 3 min quarters and best of 3 format. North Island Final on 9 September. South Island Final on 16 September.
(c) Conference Finals to be 4 min quarters and best of 3 format. Played on 23 September.
(d) National Playoffs to be 5 min quarters and best of 5 format. Played on 30 September.

5. Tournament starts Sunday, 12 August with broadcast live on Maori TV each Saturday from 2:30pm -3:30pm.

Incidentals LPL will supply the following:
1. Return travel for the Player from the closest major city in NZ to Auckland.
2. Accommodation for the Player at SKYCITY hotel in Auckland dependent on the Player’s city/town of origin and/or promotional activities or broadcast requirements.
3. Dinner for the Player the night before each broadcast.
4. Transfers to and from Auckland airport (if applicable) to SKYCITY Auckland.
Special Terms 1. Non-cash prizes are not redeemable for cash, negotiable or transferable.
2. Players to wear LPL provided gear (unless providing their own team jersey which is subject to approval by LPL).
3. This agreement is conditional on the Player becoming a Member of the New Zealand esports Federation Incorporated before the Event Date.
4. The Player must be a New Zealand resident.

GENERAL TERMS

Plain English Terms
The General Terms below are complicated legal terms that are there to protect both of us and make it clear the terms that will apply to your participation in the Event. These terms are here to give you a simple explanation of what the General Terms really mean in plain English.

These plain English terms set out what we intend the deal between us to be. However, these plain English terms are not legally binding and the General Terms are still the legal terms that will apply if anything goes wrong. If you have any concerns, we recommend you ask a lawyer to look at the whole agreement for you. If you can’t afford your own lawyer, you can contact your local Citizens Advice Bureau or Community Law Centre for some initial advice.

• What you will do – You will make sure you train hard for the event, are physically and mentally prepared and turn up to the event on time. You must attend all promotional and media events related to the event. You must also tell us if straight away if anything happens that may prevent you competing, like an injury or a visa or legal problem.

• Fair play – Unacceptable behaviour or bad sportsmanship may result in your team being penalised or may mean your contract is terminated – Play to win but please be a good sport! You will also be bound by the competition rules and regulations for the event.

• Expectations – Running a major broadcast competition comes at great expense and is only possible with the support of broadcast partners, sponsors and advertisers. The ability of the organisers to make these events happen for the benefit of the esports community comes with legal obligations and that means you have to fulfil your end of the bargain if you wish to compete.

• Paying you – We will pay you as soon as possible after the event. If you want to be paid to an account outside of NZ, we will need extra information about the bank account before we can make payment. We may also need GST and other tax details before we can pay you. Non-cash prizes are not redeemable as cash. Note that prize packs are not treated as assessable income by the IRD. If we do not have all the information we need, we may need to retain up to 45% of your payment in accordance with IRD requirements.

• IP – All the IP rights (like copyright) in any film or photos of you competing at the event or appearing at a media event, belong to us. We can also use your name and image for all advertising and media publications associated with the vent.

• Sponsored clothing and Team Uniforms – Team uniforms will be provided. Only we are allowed to decide what names and logos of sponsors appear on any clothing or other gear you may wear at the event or banners you may display at the event. Non-sponsor gear will need to be removed before entering the venue or before media appearances.

• Dealing with disagreements – If we disagree on something we will first discuss the issue. If we can’t agree a solution, we will then go to mediation. Only if mediation is unsuccessful can either of us start court proceedings.

• Ending the agreement – Either of us can cancel the agreement if notice is given to the other side of a breach and it is not remedied within 20 working days. That can include breaching the agreement or doing something that embarrasses us or any sponsor of the event.

• Communication – Our preferred way to communicate is either by telephone or email. You can also drop stuff off to us or send it by post.

• Announcements – You will not make any announcements to the press about the event without getting our consent first. However, we encourage you to publicise the event through your social media presence as long as you are always positive about the event and us.

• Whole agreement – This document reflects the entire agreement between us. Nothing that was said or written in an email before the agreement was signed will have any effect.

1. Agreement and Appointment
1.1 This Agreement consists of the Contract Terms and these General Terms. In the case of any conflict, the documents will take precedence as follows:
1.1.1 the Contract Terms; then
1.1.2 these General Terms.
1.2 Except as the context may require, in this Agreement, “you” or “your” is a reference to the Player and “we”, “us” and “our” refers to LPL.
1.3 You agree to compete in the Event and perform the Services on the terms set out in this Agreement.
1.4 We may change the date or venue of the Event at any time or cancel the Event. If we do we will let you know as soon as possible and discuss with you the consequences of that change. If we cancel the Event, we may terminate this Agreement with no liability to you.

2. Your Obligations
2.1 You will understand that in order for the Event to be a success, we need all Players to be at their best and prepared for the Event. You promise that you will:
2.1.1 Ensure that all times up to and including the date of the Event you qualify as an amateur or professional player in accordance with the Player Status.
2.1.2 Train appropriately for the Event and do your best to be in good mental and physical condition on the date of the Event.
2.1.3 Not compete in the Event or train for the Event under the influence of alcohol or drugs (whether performance enhancing or illicit) except as authorised by us or a sanctioning body or prescribed by a medical professional.
2.1.4 Compete honestly and to the best of your ability in the Event.
2.1.5 Undertake any medical examinations, produce any medical certificates and comply with any drug test requested by us or any sanctioning body.
2.1.6 Be at the Event as early as possible and at least two hours before the scheduled time for the Event (as notified to you). This is an essential term of this Agreement.
2.1.7 Let us know immediately if, for any reason, you will not be able to compete in the Event.
2.1.8 Comply with our reasonable directions in relation to the Event.
2.2 As well as the things you need to do at the Event, we also need you to attend certain promotional events and act in a certain way leading up to the Event. Otherwise, it will be difficult for us to promote the Event and create interest in it. You promise that you will:
2.2.1 Attend any media and promotional events related to the Event. If you are not able to attend an event for reasons that are beyond your control, you must let us know immediately and cooperate with us to find a solution.
2.2.2 Not compete in any other esports event within the 7-day period before the Event without our written consent.
2.2.3 Not appear in any media interviews or appearances relating to the Event before the date of the Event and for 10 Business Days after the Event, without our prior written consent. You will refer any media enquiries to us. You may freely (and we encourage you to) promote the Event on your social media presence provided you are always positive about us, the Event and any sponsors of the Event.
2.2.4 Obtain any required visas for you before the date of the Event. If we ask you for these, you will send them to us.
2.3 If you breach any of the terms in clauses 2.1 and 2.2, we may:
2.3.1 Remove you from the Event; and/or
2.3.2 Remove any sponsorship benefits you have earned as a result of your participation in the Event; and/or
2.3.3 Terminate this Agreement and any other contracts between you and us; and/or
2.3.4 Deduct any damages, losses or costs from any amounts owed to you by us.
2.4 If a Team is specified in the Contract Terms, you agree to compete in the Event as part of that Team. You will cooperate with the other members of your Team and use your best endeavours to cause the Team to win the Event.
2.5 You will indemnify us against any and all claims, damages, liabilities, costs and expenses (including legal fees) if you don’t do any of the things listed in clauses 2.1 or 2.2.
2.6 Except for the Incidentals, you are responsible for all expenses incurred in training and preparing for the Event.
2.7 You will not tell anyone else about the terms of this Agreement or give a copy of this Agreement or disclose any Confidential Information to anyone (except professional advisors or family) without our written permission. This applies before the date of the Event and for 12 months after the date of the Event.
2.8 You warrant, represent and undertake that you are at the date of this Agreement no younger than the Age Limit.

3. Payment
3.1 As long as you have performed all your obligations under this Agreement, we will pay the Incidentals to your nominated bank account.
3.2 If you or your Team (as applicable) is awarded Prize Money from the Event, we may deduct from the Prize Money any amounts we have been required to pay on your behalf.
3.3 We will need some time after the date of the Event to calculate any amounts we have paid on your behalf and the total amount to be paid. We will let you know as soon as possible the amount we intend to pay you.
3.4 Once we have determined the total amount we have to pay you and received a valid tax invoice and a “Tax rate notification for contractors” form from the IRD (IR330C) (Tax Form), we will pay the amount to you as follows:
3.4.1 Payments to bank accounts in New Zealand will be made within 20-60 Business Days after the conclusion of the Event.
3.4.2 If you would like us to pay to an account not held in New Zealand, we will first need to receive all the required details for payment such as full account details and a physical address. Until we have that information we won’t be able to pay you as we need to comply with the Anti-Money Laundering and Countering Financing of Terrorism Act 2009.
3.4.3 Once we have all the information we need for an international transfer, you should receive that payment within 20-60 Business Days after the conclusion of the Event.
3.5 Depending on the amount you earn in each year, you may need to be registered for GST before we can pay you. It is not our responsibility to work out whether this applies to you but if we request it, you will supply us with your GST number.
3.6 If required by applicable law, we may need to deduct withholding or other taxes from any payments to you as per IRD requirements. If we do so, we will have no obligation to gross up any such payment. Otherwise, you will be responsible for paying all tax and other deductions from any amounts we pay you. Please be aware that if a Tax Form is not supplied, payment may need to be made subject to a 45% withholding tax retention.
3.7 If we or any sanctioning body determines that you or any person associated with you have been involved in any unethical, illegal or immoral behaviour that is likely to embarrass or damage the reputation of the Event, a broadcaster or sponsor of the Event or us or bring esports into disrepute (including any fixing of the Event), we may decide to withhold any amounts payable to you until such time as such issues are resolved.

4. Intellectual Property and Sponsors
4.1 You agree that in relation to any Intellectual Property Rights relating to the Event:
4.1.1 You assign to us all rights in photographic and audio visual recordings of you relating to the Event and any promotional event to promote the Event.
4.1.2 You waive any moral rights in respect of your involvement in the Event and any recordings of such involvement, including without limitation all rights pursuant to sections 94, 98 and 107 of the Copyright Act 1994.
4.1.3 You grant us a licence to use your name, likeness and biographical information for promoting the Event. We may also sublicense that material to any other person for those purposes.
4.2 You agree that we have the exclusive right to exploit all sponsorship and promotional opportunities relating to the Event. You must not wear any clothing or other apparel (including hats, shoes, and sweat bands) except as supplied to you by us.
4.3 You must not:
4.3.1 display the logo or name of any business on any clothing you wear at the Event; or
4.3.2 appear on any social media discussing the Event while using non-sponsor equipment or mentioning a company that is in competition with any sponsor of the Event; or
4.3.3 participate, during the term of the Event, in any endorsements, advertising or marketing campaigns or promotional appearances not related to the Event,
unless required by us or we have first agreed in writing that you may do so.

5. Dispute Resolution
5.1 No party may commence any arbitration or court proceedings relating to any dispute unless that party has complied with the procedure specified in this clause 5, provided that nothing in this clause will prevent any party from taking immediate steps to seek urgent interlocutory relief before an appropriate Court.
5.2 In the event of any dispute arising between any of the parties about the contents or interpretation of this Agreement then the following will occur:
5.2.1 The parties involved will make reasonable personal endeavours to resolve the dispute by negotiation.
5.2.2 If such efforts are unsuccessful after 20 Business Days of the dispute arising the parties involved will submit the dispute to mediation in accordance with the Mediation Protocol of the Arbitrators’ and Mediators’ Institute of New Zealand Inc with a mediator appointed by the President of the New Zealand Law Society, if the parties involved are unable to agree on such appointment.
5.3 In the event of the mediation referral being unsuccessful after 30 Business Days from submission of the dispute, the parties involved may agree to further dispute resolution procedures or commence legal proceedings.

6. Termination
6.1 Either of us (Terminating Party) may terminate this Agreement if the Terminating Party has served on the other one of us (Defaulting Party) a written notice setting out an event of default and, in the case of an event of default which is capable of remedy, requiring that the Defaulting Party remedy that event of default within 20 Business Days after receipt of that notice and the Defaulting Party does not do so within that period.
6.2 An event of default under clause 6.1 may include the Defaulting Party:
6.2.1 Breaching any of its obligations under this Agreement.
6.2.2 Bringing the Event, or any other Event, the Terminating Party or a sponsor or broadcaster of the Event or any other Event into disrepute.
6.3 Upon termination of this Agreement for whatever reason:
6.3.1 You will be paid all monies owing to you under this Agreement subject to set off by us of any amounts owing to us or paid on your behalf.
6.3.2 Both of us will be free to pursue any other action arising as a result of a breach occurring before the date of termination.
6.3.3 That termination will not affect our respective rights and obligations relating to confidentiality and ownership of Intellectual Property Rights.
6.4 You agree that your participation in the Event or any other Event and performing your other obligations under this Agreement are of a special and personal nature. As a result, monetary damages may not be an adequate remedy for any breach by you of this Agreement. You agree that we are entitled, without prejudice to any other rights or remedies that may be available to us, to seek equitable relief (including an interim and final injunction and/or specific performance) as a remedy for breach of this Agreement, and if we bring any proceedings seeking equitable relief, you will not claim that the breach is one which may not, or ought not to, be the subject of equitable relief.

7. Notices
7.1 Any notice given pursuant to this Agreement will be deemed to be validly given if either:
7.1.1 Personally delivered;
7.1.2 Posted by fastpost; or
7.1.3 Sent by electronic means (commonly known as email),
to the registered office address or email address of the party last used by the notifying party or as the party to be notified may designate by written notice given to the other party.
7.2 Any notice given pursuant to this Agreement will be deemed to be validly given:
7.2.1 In the case of delivery, when received;
7.2.2 In the case of posting, on the second day following the date of posting;
7.2.3 In the case of electronic transmission by email, at the time specified in the email transmission which was not returned as undeliverable or as containing any error.
7.3 If the delivery or transmission of any notice given under this Agreement is on a day which is not a Business Day, or occurs after 5.00 p.m. (local time) on any Business Day, the notice will be deemed to be received on the next following day which is a Business Day.

8. General
8.1 Our liability to you under this Agreement is limited to an amount equal to any amounts paid by us to you pursuant to the provisions of this Agreement.
8.2 We may assign our rights and obligations under this Agreement to any person, company or entity by notice to you. Your obligations under this Agreement are personal to you and may not be assigned.
8.3 Neither of us will (except as may be required by law or regulation) make any announcement or disclosure regarding this Agreement or its subject matter except in a form and manner and at such time as the parties will agree.
8.4 Any failure by either of us to enforce any clause of this Agreement, or any forbearance, delay or indulgence granted by either of us to the other will not be construed as a waiver of either of our rights under this Agreement.
8.5 This Agreement is the entire agreement, understanding and arrangement (express and implied) between each of us in respect of the matters contained in this Agreement. Nothing previously agreed either verbally or in writing will affect any of our respective obligations or rights under this Agreement.
8.6 Nothing in this Agreement can be waived or changed unless we both agree in writing. If any other documents need to be signed to give effect to this Agreement, we both agree to sign those documents.
8.7 This Agreement will be governed by, and construed in accordance with, the laws of New Zealand, and we each agree that the Courts of New Zealand have exclusive jurisdiction.
8.8 We can each sign separate copies of this and when put together those separate copies will make up a fully binding contract between you and us. We can exchange counterparts in any electronic form including scanned email copies.

9. Definitions and Interpretation
9.1 In addition to the terms defined in the Contract Terms, in this Agreement, unless the context requires otherwise:
Agreement means the Contract Terms and the General Terms and includes any appendices and/or schedules attached to this agreement.
Business Day means a day which is not a Saturday, Sunday or public holiday in Auckland, New Zealand and excludes any day in the period commencing with the 25th day of December in any year and ending with the 15th day of January in the following year.
Confidential Information means any and all information relating to any provision, or the subject matter, of this Agreement and any and all information concerning the activities, business, finances, software, know-how, data (technical or non-technical), trade secrets, projects, forecasts, and information relating to systems or processes, marketing information, customer information or any other information relating to or owned either of us or which is obtained directly or indirectly from another party under or in connection with this Agreement, in each case whether such information is oral, written or embodied in any other physical or electronic form.
GST means goods and services tax in terms of the Goods and Services Tax Act 1985, at the rate prevailing from time to time.
Intellectual Property Rights means any and all intellectual and industrial property rights throughout the world including but not limited to rights in respect of, or in connection with:
(a) copyright (including future copyright and rights in the nature of, or analogous to, copyright;
(b) trade marks;
(c) inventions (including patents);
(d) any confidential information;
(e) service marks;
(f) designs; and
(g) circuit layouts,
whether or not existing now and whether or not registered or registrable and includes any right to apply for the registration of such rights and includes all renewals and extensions.
Third Party Rights means the Intellectual Property Rights in any preparatory material and finished work produced in the performance of our obligations under this Agreement which are owned by persons other than either of us.
9.2 In this Agreement, unless the context otherwise requires:
9.2.1 The term including means including without limitation.
9.2.2 Reference to a statute or regulation will include all amendments and re-enactments thereof and any subordinate legislation made thereunder.
9.2.3 Reference to dollars and $ refers to New Zealand dollars (NZ$) exclusive of GST unless specifically stated otherwise.
9.2.4 Any obligation not to do anything will be deemed to include an obligation not to suffer, permit or cause that thing to be done.
9.2.5 The terms written and in writing include any means of reproducing words, figures or symbols in a tangible and visible form including email.

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