EQUITY CONTRACT FOR UE COMIX ADVISORY BOARD

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Contracts
February 27, 2024

EQUITY CONTRACT FOR UE COMIX ADVISORY BOARD

This Equity Contract (“Agreement”) is made and entered into as of [insert date] by and between UE COMIX LLC, a Virginia limited liability company (“Company”), and [insert name of advisor] (“Advisor”).

RECITALS

WHEREAS, Company is a start-up digital publishing company developing artificial intelligence (AI) software that will convert user-inputted text and reference images into sequential art such as comic books, manga, and webcomics.

WHEREAS, Advisor is a knowledgeable and experienced person who can provide guidance and access to their network to benefit Company.

WHEREAS, Company desires to grant Advisor a small percentage of equity ownership in exchange for their services.

AGREEMENT

In consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

  1. DEFINITIONS
    • “Advisor” means [insert name of advisor].
    • “Agreement” means this Advisory Board Agreement between the Company and Advisor.
    • “Company” means UE COMIX LLC.
    • “Confidential Information” means any non-public information, technical data, trade secrets, or know-how, including, but not limited to, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, or other tangible or intangible technical material or information, or information concerning the Company’s business operations or strategies, provided by the Company to Advisor pursuant to this Agreement.
    • “Equity Ownership” means the right to purchase and own one percent (1%) equity ownership in the Company granted to Advisor pursuant to this Agreement.
    • “Effective Date” means the date on which this Agreement is signed by both parties.
    • “Intellectual Property” means all patents, trademarks, trade names, service marks, copyrights, trade secrets, proprietary information, and all other forms of intellectual property, whether registered or unregistered, including all applications for, and registrations of, such rights, and all goodwill associated with such rights.
    • “Termination Date” means the date on which this Agreement is terminated in accordance with its terms.

 

  1. Equity Grant
    • In exchange for serving as an advisor and providing guidance to the Company, Advisor will receive 1% equity ownership in the Company, subject to the terms and conditions set forth in this Agreement. Additionally, Advisor will provide the Company with access to their professional network, which includes but is not limited to introductions to potential customers, investors, and business partners.
    • This equity grant shall vest over a period of twelve (12) months, with one-fourth (1/4) of the equity vesting each quarter, provided that Advisor remains on the Advisory Board throughout the vesting period.
    • The purchase price of the equity shall be the fair market value of the Company’s equity at the time of purchase, as determined by the Company’s Board of Directors.
    • The equity grant shall be subject to this equity agreement, which shall include a vesting schedule and transfer restrictions. The equity grant shall be subject to the approval of the Chief Executive Officer of the Company.
    • Advisor acknowledges that the equity grant is being made in recognition of their unique contributions to the Company and that the equity grant is not intended as compensation for any services rendered or to be rendered by Advisor to the Company

 

  1. Purchase Price
    • In consideration of Advisor’s service on the UE COMIX Advisory Board and provision of guidance and access to their network, the equity ownership granted to Advisor pursuant to Section 1 of this Agreement shall be deemed to be in exchange for such service and shall not require any monetary payment or purchase price.
    • It is understood that Advisor’s service on the Advisory Board is a valuable contribution to the Company, and the grant of equity ownership is intended to recognize and reward Advisor for their service.
    • It is also understood that the value of Advisor’s service and the equity ownership being granted to them are difficult to quantify, and therefore, no purchase price shall be required for the equity ownership
    • Advisor acknowledges that the equity grant is being made in recognition of their unique contributions to the Company and that the equity grant is in exchange for their services as an advisor to the Company. The equity grant is not intended as compensation for any services rendered or to be rendered by Advisor to the Company outside of their role as an advisor.
    • The grant of equity ownership to Advisor is subject to the terms and conditions set forth in this Agreement, including without limitation any vesting schedule and transfer restrictions.

 

    • The equity ownership granted to Advisor pursuant to Section 1 of this Agreement shall vest over a period of twelve (12) months, with one-fourth (1/4) of the equity vesting each quarter, provided that Advisor remains on the Advisory Board throughout the vesting period.
    • The vesting of equity shall commence immediately upon the execution of this Agreement.
    • If Advisor ceases to be a member of the Advisory Board for any reason, any unvested equity ownership shall be forfeited immediately.
    • Advisor acknowledges and agrees that they have no rights with respect to the equity ownership until such equity ownership vests in accordance with this Section 3.

 

  1. Buyout Clause.
    • In the event of a sale of the Company or a change in control of the Company, the Company shall have the right, but not the obligation, to buy back Advisor’s equity ownership at fair market value as determined by a mutually agreed upon valuation method. The Company may also, at its discretion, buy back Advisor’s equity ownership at any time, without condition or obligation, at fair market value as determined by a mutually agreed upon valuation method.
    • If Advisor wishes to sell their equity ownership back to the Company, they must give written notice to the Company, and the purchase price shall be equal to the fair market value of the equity ownership as determined by a mutually agreed upon valuation method. The Company shall have thirty (30) days from the receipt of Advisor’s written notice to accept or reject the offer. If the Company fails to provide a response within such thirty (30) day period, it shall be deemed to have rejected the offer.
    • Advisor shall not transfer or assign their equity ownership in the Company, except to the Company itself. The Company shall have the right, but not the obligation, to repurchase Advisor’s equity ownership at fair market value as determined by the Company.

 

  1. Dispute Resolution Mechanism.
    • Any dispute arising out of or relating to this Agreement or the breach thereof shall first be attempted to be resolved through good faith negotiations between the parties. If the parties are unable to resolve the dispute through negotiation, then the dispute shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
    • The arbitration will be held in Virginia and conducted by a single arbitrator who is knowledgeable in business law. The parties agree to use their best efforts to select an arbitrator within thirty (30) days after receipt of notice of the arbitration. If the parties cannot agree on an arbitrator within such thirty (30) day period, then the arbitrator shall be appointed in accordance with the Commercial Arbitration Rules of the American Arbitration Association.
    • The prevailing party in the arbitration shall be entitled to recover its costs and expenses associated with the arbitration, including any attorney’s fees, from the other party.
    • The parties agree that the arbitration shall be confidential and that the existence of the proceedings and any element of it (including any pleadings, briefs, documents, or other evidence submitted or exchanged, and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may be required by applicable law or to confirm and enforce any award issued in the arbitration.

 

  1. Governing Law.
    • This Agreement shall be governed by and construed in accordance with the laws of the State of Virginia, without giving effect to the conflict of laws principles thereof.
    • Any disputes arising under this Agreement shall be subject to the arbitration clause in Section 5.
    • The parties agree that any legal action or proceeding arising out of or relating to this Agreement shall be brought in a court of competent jurisdiction in Virginia.

 

  1. Entire Agreement
    • This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, whether written or oral, relating to the subject matter hereof.
    • This Agreement may not be amended or modified except in writing and signed by both parties. Any waiver of a provision of this Agreement must be in writing and signed by the party to be charged.
    • No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power, or remedy.

 

  1. Intellectual Property
    • All intellectual property developed by the Company and Advisor in connection with Advisor’s services under this Agreement shall be the property of the Company.
    • Advisor hereby assigns and transfers to the Company all of their right, title, and interest in and to any such intellectual property, including any patents, trademarks, copyrights, or other proprietary rights.
    • Advisor agrees to cooperate fully with the Company in obtaining and enforcing the Company’s rights in such intellectual property, including executing any documents necessary for the Company to apply for and prosecute patents and trademarks or to register copyrights, and to take any further actions reasonably requested by the Company to protect its intellectual property rights.
    • Advisor acknowledges that any breach of non-cooperation regarding the intellectual property of the Company will cause significant damage to the Company, and therefore agrees to pay any and all costs and damages incurred by the Company resulting from such breach. In addition, the Advisor will forfeit all equity ownership in the Company upon such breach.
    • The obligations of this Clause 9 shall survive the termination of this Agreement for any reason.

 

  1. Representations and Warranties.
    • Advisor represents and warrants to the Company that:
      • they have the legal capacity and authority to enter into this Agreement,
      • they have not entered into any other agreement or arrangement that conflicts with the terms of this Agreement, and
      • they have not granted any rights or interests to any third party that would prevent them from performing their obligations under this Agreement.
    • Advisor further represents and warrants that they will perform their obligations under this Agreement in a professional and competent manner, consistent with industry standards and best practices, and in compliance with all applicable laws, rules, and regulations.
    • Advisor shall promptly notify the Company of any actual or potential conflicts of interest or other circumstances that may affect Advisor’s ability to perform their obligations under this Agreement.
    • Advisor acknowledges and agrees that any breach of these representations and warranties may result in the termination of this Agreement and the revocation of any equity ownership granted to Advisor hereunder.
    • If Advisor breaches any of their representations or warranties in this Agreement or is negligent in the performance of their services under this Agreement, resulting in harm to the Company, Advisor agrees to indemnify and hold harmless the Company from any and all losses, damages, claims, or expenses arising from such breach or negligence. Additionally, in the event of such breach or negligence, Advisor shall forfeit all or a portion of their equity ownership in the Company, as determined by the Company in its sole discretion.

 

  1. Confidentiality.
  • During the term of this Agreement and thereafter, Advisor agrees to hold in strict confidence and not to disclose to any third party any non-public, confidential, or proprietary information of the Company, whether in oral, written, or electronic form, including without limitation any information related to the Company’s technology, business plans, financial information, and customer lists (collectively, “Confidential Information”). Advisor acknowledges and agrees that they have executed a separate NDA and Confidentiality and Non-Disparagement Agreement (Exhibit A), and agrees to be bound by the terms of Exhibit A in addition to the terms of this Agreement. Advisor further agrees to take all reasonable measures to prevent unauthorized disclosure or use of Confidential Information, including without limitation:
    • Restricting disclosure of Confidential Information solely to those of Advisor’s employees, agents, and representatives who have a need to know such information in connection with the performance of their duties under this Agreement, and who are bound by written confidentiality obligations no less restrictive than those contained herein;
    • Using a higher degree of care to protect the confidentiality of the Confidential Information than Advisor uses to protect its own confidential information of a similar nature, and in no event less than the highest degree of care. Advisor shall take all necessary and reasonable measures to ensure that the Confidential Information is not disclosed or distributed, in whole or in part, to any third party without the prior written consent of the Company. Advisor shall immediately, upon becoming aware of any breach, notify the Company in writing of any unauthorized disclosure or use of Confidential Information. Advisor shall be fully liable for any damages resulting from the unauthorized use or disclosure of the Confidential Information, and the Company shall be entitled to injunctive relief to prevent any breach or threatened breach of this Clause;
    • Immediately upon becoming aware of any unauthorized disclosure or use of Confidential Information, Advisor shall notify the Company in writing of such disclosure or use; and
    • Cooperating fully with the Company to prevent or remedy any such unauthorized disclosure or use.
  • Advisor acknowledges and agrees that any breach of this confidentiality provision may cause irreparable harm to the Company for which monetary damages would be an insufficient remedy, and that the Company will seek injunctive or other equitable relief in the event of any such breach. The obligations set forth in this Section shall survive the termination of this Agreement for any reason.

 

  1. Termination.
  • The Advisor may not terminate this Agreement and shall remain in their position until the Company chooses to terminate the Agreement. The Company may terminate this Agreement at any time upon written notice to the Advisor.
  • In the event of termination by the Company, Advisor agrees to immediately cease providing any services to the Company and return all Company property and confidential information in their possession. Advisor’s equity ownership will be immediately forfeited back to the Company upon termination.
  • Termination of this Agreement by the Company shall not relieve either party of any obligations or liabilities that accrued prior to termination
  1. Indemnification:
  • Advisor shall indemnify and hold harmless the Company and its officers, directors, employees, agents, and affiliates from and against any and all claims, losses, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or in connection with Advisor’s services under this Agreement, including any breach of this Agreement or any act or omission by Advisor.
  • The Company shall promptly notify Advisor of any such claim, and Advisor shall have the right to participate in the defense of any such claim at its own expense. Advisor shall not settle any such claim without the prior written consent of the Company, which shall not be unreasonably withheld
  1. Counterparts.
  • The parties may execute this Agreement in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
  • A facsimile or electronic copy of a signature shall be deemed an original signature for purposes of executing this Agreement.
  • Any counterpart or electronic copy signature page may be appended to any other counterpart or electronic copy of this Agreement and such counterparts or electronic copies shall be considered one and the same agreement.

 

  1. Binding Effect.
  • This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns.
  • No party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party. Any attempted assignment or transfer in violation of this provision shall be null and void.
  • This Agreement shall be enforceable against any successor or assign of either party.

 

IN WITNESS WHEREOF, the parties have executed this Equity Contract as of the date first above written.

 

UE COMIX LLC

By: _________________________________

Tamyka Brown, CEO

Date: ______________________________

 

Advisor

By: _________________________________

[insert name of advisor]

Date: ______________________________

 

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