AGREEMENT FOR THE DEVELOPMENT OF A GAME DESIGN DOCUMENT

THIS AGREEMENT for the development of a Game Design Document (the “Agreement”) is entered into on this day of

, between the parties hereinbelow; Kin Leung Ho (hereinafter the “Client”) and Joshua G. Murray (hereinafter the “Contractor”)

RECITALS

The Client is of the desirous of having a design document similar to that in pokerbros.net developed by the Contractor herein.
The Contractor is ready and willing to provide this service at agreed consideration which shall be further elaborated in this agreement.
The Contractor has indeed understood that the Client is desirous of having the deliverable in this project as a design document as a replica of pokerbros.net and has undertaken to deliver the same to the Client with no reservations.
Both parties now agree to be bound by the terms of this agreement.

NOW THEREFORE, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties do hereby agree as follows:

SERVICES PROVIDED

The Client agrees to engage the Contractor to provide the following services (the “Services”):
- Create a full-length and detailed Game Design Document similar in nature to that in pokerbros.net. The Contractor, while developing the game design document shall in particular

pay due regard to features such as multi player app, RNG, Club feature, union feature, emojis, Texas holdem/Omaha and tournament.

The Contractor will also provide any service ancillary to the development of the Game Design Document at no extra cost to the Client. This service shall also extend to post delivery of the work, if the Client finds that there is a fundamental gap that the Contractor is able to fill but had not previously done so.
The Contractor shall ensure that in developing the detailed Game Design Document, they shall bear in mind the strict instruction of the Client that the same must be exactly similar to pokerbros.net.

TERM OF AGREEMENT

The term of this Agreement (the “Term”) will begin on the date of execution of this Agreement and will remain in full force and effect until the Contractor submits the detailed Game Design Document to the Client, having complied with all requirements issued by the Client. Parties shall be at liberty to extend the term of this Agreement.
Either party shall be at liberty to terminate this agreement by giving the other party a notice, not less than 7 days while ensuring that the terminating party has complied and fulfilled all their obligations including all financial obligations.
With respect to any termination of this Agreement, both parties shall be bound to perform their obligations in respect of outstanding obligations as of the date of notice of termination.

PERFORMANCE

The Contractor shall work in accordance with the agreed timelines and ensure that they deliver the end product to the Client within the agreed period being …………….. days.
In the event that the Contractor does not deliver the Game Design Document within the agreed period, the Client shall be entitled to a 2% off discount for each day that the Contractor is late in submitting the Design Document.
Notwithstanding clause 8, if the Contractor is experiencing difficulty due to reasons beyond his control, he shall communicate effectively to the Client at the earliest opportunity and ask for an extension of time, which the Client herein shall not unreasonably withhold.

CURRENCY

Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).

CONSIDERATION

The Contractor will charge the Client a flat fee of $3,000.00 for the Services (the “Consideration”).
A deposit of $3,000.00 (the “Deposit”) is payable by the Client upon execution of this Agreement.
For the remaining amount, the Client will be invoiced as follows:
- initial payment.
Invoices submitted by the Contractor to the Client are due upon receipt.
The Contractor will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement.

Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.

OWNERSHIP OF INTELLECTUAL PROPERTY

All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, is a “work made for hire” and will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.

RETURN OF PROPERTY

Upon the expiration or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
In the event that this Agreement is terminated by the Client prior to completion of the Services the Contractor will be entitled to recovery from the site or premises where the Services were carried out, of any materials or equipment which is the property of the Contractor or, where agreed between the Parties, to compensation in lieu of recovery.

CAPACITY/INDEPENDENT CONTRACTOR

In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers’ compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under this Agreement.

RIGHT OF SUBSTITUTION

Except as otherwise provided in this Agreement, the Contractor may, at the Contractor’s absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
In the event that the Contractor hires a sub-contractor:
- the Contractor will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Contractor.

for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.

AUTONOMY

Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client. Notwithstanding such autonomy, the Contractor will adhere to the timelines that they have agreed upon with the Client.

TOOLS OF TRADE

The Contractor will provide at their own expense, any and all tools, machinery, equipment, raw materials, supplies and any other items or parts necessary to deliver the Services in accordance with the Agreement.

NO EXCLUSIVITY

The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

NOTICE

All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:

Kin Leung Ho

Joshua G. Murray

4640 Cass St San Diego, CA 92109

or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.

INDEMNIFICATION

Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

MODIFICATION OF AGREEMENT

Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

TIME OF THE ESSENCE

Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a

waiver of this provision.

ASSIGNMENT

The Contractor will not voluntarily assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

ENTIRE AGREEMENT

It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

ENUREMENT

This Agreement will enure to the benefit of and be binding on the Parties and their respective

heirs, executors, administrators and permitted successors and assigns.

TITLES/HEADINGS

Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

GENDER

Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the State of California.

SEVERABILITY

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

WAIVER

The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this day of , .

Kin Leung Ho

Joshua G. Murray

Per: Joshua G. Murray

Officer’s Name: Joshua G. Murray

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AGREEMENT FOR THE DEVELOPMENT OF A GAME DESIGN AGREEMENT