HEIRS AGREEMENT

AMONGST

1. MARVIS FRAZIER ;
2. RENAE MARTIN ;
3. JACQUELYN FRAZIER-LYDE ;
4. WEATTA FRAZIER-COLLINS ;
5. JO-NETTA FRAZIER-GIBSON ;
6. NATASHA AGYAPONG ; 
7. JOSEPH R. MAHONEY ;
8. JOSEPH J. F. MAHAFFEY ; AND
9. DEREK DENNIS FRAZIER

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THIS HEIRS AGREEMENT is made on the …………..day of……….20……., entered into by the heirs (collectively referred to as the “Parties” or individually as the “Party”) and includes that party’s successors and assigns.

Parties agree to the following terms and conditions and to be bound thereby:

1. 1.       DEFINITIONS AND INTERPRETATIONS

In this Agreement:

• means this agreement, its Schedules, Exhibits, and other documents (save as may otherwise be varied by this agreement);
• means the LLC jointly created by the heirs;
• means persons who hold the equal rights to their father’s name, image and likeness;

(b)  “Intellectual Property” means the copyright, trademarks, know-how, the trade names, and any marks, trade device, service mark, symbol, code or specification, patents, designs, inventions (including without limitation any improvement or addition to any invention) , trade secrets ,utility models and other individual or intellectual property rights used in or associated with any of the parties whether registered or not and all applications for registration, renewals or extensions concerning any of the above and all intangible rights and privileges of a nature similar, analogous or allied to any of the above in any part of the world;

This agreement shall be valid from the date of execution until termination.

• PURPOSE OF THE AGREEMENT

The purpose of this agreement is to govern the conduct of the parties amongst themselves and with third parties in relation to the estate of Joseph Frazier.

• TERMS AND CONDITIONS
• The heirs will form their individual interests and LLC’s into one LLC entity (yet to be formed) which they shall use to conduct business with third parties.
• This agreement shall not govern the parties’ intellectual property, works and projects (completed or not) that predate this agreement. Such intellectual property, project and works shall be the party’s exclusive property.
• Heirs still holds their original rights in the will.
• The revenue disbursement agreement will be for all heirs that participate in this agreement, referred to as “Recipient”.
• Any and all movie, television and video games shall be equally distributed amongst all Recipients.
• A recipient can engage in personal projects and community-based initiatives subject to the terms of this agreement and in particular the non-solicitation and non-compete clause. In addition, the content produced shall not be defamatory, vulgar or false.

• NON-SOLICITATION

A party shall not directly or indirectly interfere with the company’s relationship with, or endeavor to entice away from the company, the company’s clients, officers, employees or any person who had a business relationship with the Company in the duration of this agreement.

• NON-COMPETE

A party shall not directly or indirectly engage in the businesses in which the Company engages in or in which the Company has an actual intention, to engage in without the written consent of no less than three recipients.

Specifically, this includes any film, television, digital media or publishing endeavors related to the name, image and likeness of Joseph Frazier.

• REVENUE DISBURSEMENTS
• Film, Media, video games, digital works (not including NFTs):
• 90% of the revenue will be divided equally amongst the “Recipient” and additionally the heirs of Hector Frazier; and
• 10% will be held in an account for administrative maintenance and fees ie. legal aid, accounting, publication, website maintenance.
• Other projects related to the use of Joseph Frazier’s name, image and likeness such as NFTs, clothing line (excluded any personal projects produced without the use of a branding agency or a major third-party company, ei. apparel for one’s online store, apparel, athletic merchandise, events and banquets, non-profit, advertising):
• 75% to the originator(s) of the project;
• 20% of the revenue will be divided equally amongst the “Recipient” (excluding the originator(s)) and additionally the heirs of Hector Frazier; and
• 5% will be held in an account for administrative maintenance and fees ie. legal aid, accounting, publication, website maintenance.

• DISPUTE RESOLUTION

Any dispute under this agreement shall be resolved by negotiation. Parties shall act in good faith to resolve the dispute.  Nothing in this section shall be construed as limiting the court’s jurisdiction.

1. TERMINATION

•      Either party may terminate this agreement at any time upon breach of the contract by another party.

•      Except where there has been breach, either party may terminate this agreement upon giving the other parties no less than 30 days’ notice in writing.

•      The parties can terminate any party from this agreement via a majority rule.

•      The termination of this agreement shall not discharge the liabilities accumulated by either party.

•      Any clauses intended by the parties or this agreement to survive the termination of this agreement shall survive the termination of this agreement by whatever cause.

1. CHANGES TO THE AGREEMENT

Either party may request changes to the agreement, but they will only be effective if agreed in writing, signed by all parties, and recorded.

1. FORCE MAJEURE

•      For this agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.

•      A Party’s failure to fulfill its obligations due to Force Majeure, to shall not be considered as breach of this agreement, provided that the affected party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this agreement.

1. CONFIDENTIALITY

The parties shall not at any time disclose, directly or indirectly to any other person whatsoever (including to the public or any section of the public) any information concerning this agreement whether such information or matter is stated to be confidential or not, without the express written permission of all the parties.

1. NO WAIVER

Except where this agreement provides otherwise, the rights and remedies contained in it are not exclusive to rights or remedies provided by law.  Failure by either party to enforce any of the terms or conditions of this agreement shall not be a waiver of their right to enforce the terms and conditions of this agreement.

1. SEVERABILITY

Suppose any provision of this agreement is declared by any judicial or other competent body to be void, voidable, illegal, or otherwise unenforceable; parties may amend that provision or remove it from this agreement. The remaining provisions of this agreement shall remain in full force and effect.

1. COSTS

Each party shall bear its costs incurred in the negotiation, preparation, and execution of this agreement.

IN WITNESS WHEREOF, each of the Parties has executed this agreement, as of the day and year set forth below.