Exhibit 10.19
MASTER
SERVICE AGREEMENT
CONTRACTOR
INFORMATION:
Company
or Individual Name: Super League Gaming, Inc.
Place
of Incorporation: Delaware
Principal Place of
Business Address: 2906 Colorado Ave.
City/State/Province:
Santa Monica,
CA
Zip/Postal Code: 90404
Country:
USA
Coordinator/Contact
Name: Matt
Edelman
Contact Phone: 310,770,7194
E-Mail Address:
matt@superleague.com
LOGITECH
INFORMATION:
Logitech entity:
Logitech Inc.
Street
Address: 7700 Gateway Blvd
City/State: Newark,
CA
Zip/Postal Code: 94560
Country:
USA
Coordinator/Contact
Name: Peter
Kingsley
Contact Phone:
E-Mail
Address: pkingsley@logitech.com
This
Agreement consists of 11 pages.
EFFECTIVE DATE:
March 1, 2018
Signatures
of the parties to the Master Service Agreement
Super
League Gaming, Inc.
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Logitech
Inc.
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/s/
Ann Hand
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/s/ Ujesh Desai
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Authorized
Signature
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Authorized
Signature
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Ann
Hand
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Ujesh
Desai
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Name
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Name
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CEO &
President
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|
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Title
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Title
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3/16/2018
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3/16/2018
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Date
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This
Master Service Agreement (“Agreement”) is made and
entered into as of the effective date set forth on the cover page
(“Effective Date”) by and between the Logitech entity
set forth on the cover page (“Logitech”), and the
contractor set forth on the cover page (“Contractor”).
Logitech desires to retain Contractor as an independent contractor
to perform services for Logitech and its Affiliates, and Contractor
is willing to complete these services on terms set forth more fully
below. For purposes of this Agreement, “Affiliate”
means any entity which directly or indirectly, controls, is
controlled by, or is under common control with Logitech, where
“control” means ownership of at least fifty percent
(50%) of the outstanding shares or securities (representing the
right to vote for the election of directors or other managing
authority). In consideration of the mutual promises contained
herein, the parties agree as follows:
1.
ENGAGEMENT
OF SERVICES
1.1 Services, Deliverables. Subject
to the terms of this Agreement, Contractor will render the services
(“Services”) and develop the deliverables
(“Deliverables”) as requested by Logitech on a project
by project basis. Each new project will be described in a Purchase
Order (“PO”) delivered by Logitech or an Affiliate or,
upon request by Logitech or an Affiliate, a statement of work
(“SOW”) agreed to by both parties substantially in the
form of the SOW attached hereto as Exhibit A. The deadline(s) to
deliver the Services and Deliverables will be defined in each PO
or, if applicable, each SOW.
1.2 Purchase Order, Statement of
Work. Each PO delivered by Logitech or an Affiliate under
this Agreement will become effective according to the terms of the
PO and be subject to the terms and conditions of this Agreement.
Each SOW will become effective and subject to the terms and
conditions of this Agreement once mutually agreed and signed by
both parties. If a SOW is requested by Logitech or an Affiliate,
Contractor agrees that it will not commence work under any SOW
prior to receiving both a signed PO issued by Logitech or an
Affiliate and a fully executed SOW.
1.3 Term. This Agreement will
commence on the Effective Date and will continue unless terminated
earlier pursuant to Section 4 below.
2.1 Compensation.
Logitech will pay Contractor a fee according to the schedule of
payments set forth in the applicable PO or SOW. Contractor will use
its commercially reasonable efforts to implement procedures to
reduce costs and expenses without adversely impacting its
performance. The rates and fees set forth in a PO or SOW will not
be increased for the term of such PO or SOW without
Logitech’s prior written approval. Contractor warrants that
the compensation due to Contractor under each PO and SOW will not
exceed the lowest compensation due to Contractor for similar
services and work of like quality performed for similarly situated
customers.
2.2 Reimbursement of Approved
Expenses. Contractor will be liable for all expenses
incurred in the performance of the Services except those
specifically set out in a SOW or PO or otherwise authorized by
Logitech in writing in advance and documented for reimbursement by
Logitech. Contractor will provide receipts and other supporting
documentation to Logitech for such expenses. Any reimbursable
expenses for business travel by Contractor will be subject to
Logitech’s travel guidelines.
2.3 Payment Term. Logitech agrees
to pay Contractor on amounts invoiced, within
forty-five
(45)
days of receipt of each such invoice. Each invoice must contain a
complete description of the work performed and/or Deliverables
provided and reference the applicable Logitech PO. If the fees are
based on a time and materials basis, the invoice must also include
an itemization of the hours worked.
2.4 Taxes, Labor and other Legal
Obligations. Unless otherwise provided in a SOW or PO, the
fees payable by Logitech to Contractor for the Services and
Deliverables under this Agreement do not include taxes, and
Logitech will pay sales, use, service and value-added taxes
assessed on the provision of the Services and Deliverables under
this Agreement. Contractor will pay taxes assessed on
Contractor’s income, and bear full responsibility for
complying with all applicable tax, contractual, labor and social
security obligations in relation to employees, agents or
representatives hired or retained by the Contractor in connection
with the performance of the Services and delivery of the
Deliverables. Contractor will be responsible for the calculation,
reporting, deposit and payment of any such taxes and other
obligations in full on
a
timely basis and prior to the imposition of any interest or
penalties. Logitech will not reimburse Contractor nor have any
liability for any penalties or interest which may be imposed due to
a failure by Contractor to timely file returns or deposit or pay
the due taxes or other obligations.
3. RELATIONSHIP
OF PARTIES AND ADDITIONAL OBLIGATIONS
3.1 Nature of Relationship.
Contractor and Logitech are independent contractors and nothing in
this Agreement creates a partnership, joint venture, or
employer-employee relationship. Contractor will not be supervised
by Logitech. Contractor is required to use its discretion in
performing the Services, subject to the general direction of
Logitech and the express condition that Contractor will at all
times comply with applicable law. Contractor is not the agent of
Logitech and is not authorized to make any representation,
contract, or commitment on behalf of Logitech unless specifically
requested or authorized to do so by Logitech. Contractor agrees to
accept exclusive liability for complying with all applicable state
and federal laws governing independent contractors, including
obligations such as payment of taxes, social security,
workers’ compensation, disability, and other contributions
based on fees paid to Contractor, its agents, or employees, under
this Agreement. Contractor hereby agrees to indemnify and defend
Logitech against any and all such taxes or contributions, including
without limitation, penalties and interest.
3.2 Warranties. Contractor
represents and warrants to Logitech that:
a. Contractor has all
requisite right and authority to enter into this Agreement, and the
performance of its obligations hereunder will not conflict with any
of its agreements with or obligations to any third
party.
b. Contractor will
establish and maintain its status as an independent contractor by
participating in Logitech’s independent contractor evaluation
and scoring process from time to time as specified by
Logitech.
c. Contractor will
perform all Services in a professional and workmanlike manner, in
accordance with the best practices of Contractor’s industry,
and the Services and Deliverables will conform to the applicable
specification, PO and/or SOW.
d. The Deliverables
will not violate any patent, copyright, trademark, trade secret or
other intellectual property right of any third party, or any
privacy right of any third party.
e. Contractor is the
sole and exclusive owner of, or has the right to enter into this
Agreement on behalf of the owner of, any services or work product
provided hereunder and any derivative works thereof prepared by or
for Contractor pursuant to this Agreement.
f. Contractor
represents and warrants that, in performing its obligations under
this Agreement, it complies with all applicable laws, orders and
regulations of any governmental authority with jurisdiction over
its activities in connection with this Agreement, including but not
limited to, laws, orders and regulations pertaining to imports,
exports, environmental laws, and any applicable laws against
bribery and corruption, including the United States Foreign Corrupt
Practices Act. Contractor will furnish to Logitech any information
required to enable Logitech to comply with applicable laws, orders
and regulations related to this Agreement.
g. In addition to, and
without limiting the foregoing, Contractor represents and warrants
that it, and each of its owners, directors, employees and every
other person working on its behalf, has not and will not, in
connection with the transactions contemplated by this Agreement or
in connection with any other business transaction involving
Logitech or Logitech’s products, make, offer or promise to
make any payment or transfer anything of value, directly or
indirectly: (a) to any governmental official or employee (including
employees of government-owned and government-controlled
corporations and public international organization); (b) to any
political party, official of a political party or candidate; (c) to
any intermediary for payment to any of the foregoing; or (d) to any
other person or entity if such payment or transfer would violate
the laws of the country in which it is made or the laws of the
United States. It is the intent of the parties that no payments or
transfers of value will be made which have the purpose or effect of
public or commercial bribery, acceptance of or acquiescence in
extortion, kickbacks or other unlawful or improper means of
obtaining business. Contractor warrants that it is not owned, in
whole or in part, by any non-U.S.
government or
non-U.S. government agency or instrumentality.
3.3 Insurance. Contractor will, at
Contractor’s expense, maintain insurance policies that cover
Contractor’s activities under this Agreement and the
activities of Contractor’s employees, agents and
representatives, including, but not limited to, workers
compensation insurance and commercial general liability, bodily
injury liability, property damage liability, errors and omissions
liability and media liability. Contractor’s insurance will be
primary to any insurance maintained by Logitech. Insurance carried
by Logitech will be excess only, and will be noncontributory to
insurance carried by Contractor. Upon the request of Logitech,
Contractor will provide Logitech with a certificate of insurance
evidencing such coverage. In addition, Contractor will provide
Logitech thirty
(30)
days advance written notice of any cancellation or reduction in
coverage or limits.
3.4 Conflict of Interest.
Contractor agrees during the term of this Agreement not to accept
work or enter into a contract or accept an obligation inconsistent
or incompatible with Contractor’s obligations under this
Agreement or the scope of the Services. Contractor further agrees
not to disclose to Logitech, bring onto Logitech’s premises,
or induce Logitech to use any confidential information that belongs
to anyone other than Logitech or Contractor.
3.5 Indemnification. Contractor
agrees to defend, indemnify and hold harmless Logitech, its
Affiliates and their respective officers, directors, employees and
agents from any and all losses, liabilities or damages that the
indemnified parties may incur or suffer and that arise, result from
or are related to any breach or failure by Contractor to perform
its obligations under this Agreement.
a. “Confidential
Information” means all information relating to the terms and
conditions of this Agreement, specifications and information
relating to any SOW or PO, and other business and technical
information disclosed by Logitech and / or its Affiliates.
Confidential Information does not include information that: (1) was
rightfully known to Contractor at the time of disclosure without an
obligation of confidentiality, (2) is lawfully obtained by
Contractor from a third party without
restriction on use
or disclosure, (3) is or becomes generally known to the public
through no fault or breach of this Agreement, or (4) is developed
independently by Contractor without use of the Confidential
Information.
b. Contractor will not
use the Confidential Information except as necessary under this
Agreement, and will not disclose any portion of the Confidential
Information to any other person or entity. Contractor will use all
reasonable steps to protect the Confidential Information from
unauthorized use or disclosure, including but not limited to all
steps Contractor uses to protect its own proprietary, confidential
and trade secret information.
c. The Confidential
Information remains the property of Logitech and/ or its
Affiliates, and no license or other rights in the Confidential
Information is granted hereby, except those granted expressly
herein. The Confidential Information is provided “AS
IS” and without any warranty, express, implied or otherwise,
regarding its accuracy or performance.
d. Contractor further
agrees that, in the event it determines that any portion of the
Confidential Information is not confidential for the reasons set
forth above, it will give Logitech at least ten (10) days’
notice before disclosing such portion to any third
party.
e. The obligations of
confidentiality set forth in this Section 3.6 will remain in force
for three (3) years from the termination of this
Agreement.
3.7 Injunctive Relief.
Contractor acknowledges that disclosure of any Confidential
Information will give rise to irreparable injury to Logitech and/or
its Affiliates, which may be inadequately compensable in damages.
Accordingly, Logitech and/or its Affiliates may seek injunctive
relief against the breach or threatened breach of the foregoing
undertakings, in addition to any other legal remedies which may be
available.
3.8 Logitech Property. In the event
that Logitech furnishes any of the following items to Contractor in
connection with this Agreement, such items shall be referred to
herein as “Logitech Property” (regardless of whether
such items constitute the Confidential Information of Logitech):
any equipment, tools, software, access to information technology
systems, or
documents or other
materials relating to the products of Logitech, its business or
customers or suppliers (which may include, without limitation,
drawings, blueprints, manuals, letters, notes, notebooks, reports,
sketches, formulae, memoranda, records, files, computer programs,
machine listings, data, employee lists, part numbers, costs,
profits, market, sales, customer lists and the like). All Logitech
Property is and remains Logitech’s sole and exclusive
property. All Logitech Property must be kept free of liens and
encumbrances. Contractor will use the Logitech Property solely to
perform its obligations under this Agreement. All Logitech Property
is made available “as is” and with no warranties
whatsoever, express or implied. Contractor agrees to deliver
promptly to Logitech all Logitech Property and all copies of
Logitech Property in Contractor’s possession at any time upon
Logitech’s request. Upon termination of this Agreement for
any reason, Contractor agrees to deliver promptly to Logitech, or,
at Logitech’s option, destroy and provide an officer’s
certification of such destruction, all tangible items of Logitech
Property, together with any other of Logitech’s Property then
in Contractor’s possession, except as Logitech may, by prior
written permission, allow Contractor to retain.
3.9 Records and Audit. Contractor
will maintain complete and accurate accounting records in
accordance with sound accounting practices to substantiate
Contractor’s fees. Contractor will preserve such records for
a period of at least two (2) years after completion of the
Deliverables. Logitech may audit such records, either through its
own representatives or through an accounting firm selected by
Logitech, at its own expense, to verify Contractor’s fees.
Any audit of Contractor’s records will be conducted during
business hours and in a manner so as not to unreasonably interfere
with Contractor’s normal business operations. If an audit
should disclose an overcharge by Contractor, Contractor will pay to
Logitech the amount of the overcharge within ten
(10)
days from notice thereof.
3.10 Data
Processing and Security. To the extent, if any, that
Contractor has access to Logitech data, systems or confidential
information, Contractor shall be subject to the additional terms
set out on Exhibit B to this Agreement.
3.11 Ownership.
Logitech is the owner of all intellectual property rights to all
Deliverables provided hereunder. Contractor agrees to assign and
hereby assigns all rights it has or may acquire in the Deliverables
produced and provided pursuant to this Agreement, including all
intellectual property rights, including moral or publicity rights,
therein. Contractor understands that such work product is a
“work for hire” and will be the exclusive property of
Logitech. Contractor agrees to disclose promptly in writing to
Logitech, or any person designated by Logitech, every computer
program, trade secret, invention,discovery,improvement,
copyrightable material, process, manufacturing technique, formula
or know-how, whether or not patentable, copyrightable or otherwise
protectable, which is conceived, made, reduced to practice, or
learned by Contractor in the course of any work performed for
Logitech under this Agreement. Contractor will assist and cooperate
with Logitech and take such further acts reasonably requested by
Logitech to enable Logitech to acquire and perfect its ownership
rights in the work produced under this Agreement. Nothwithstanding
the foregoing, all pre-existing intellectual property and trade
secrets of Contractor shall remain the exclusive property of
Contractor.
3.12 Intellectual
Property Rights. Contractor acknowledges that the
intellectual property rights of Logitech and/or its Affiliates,
including but not limited to patent, trademark, trade names,
copyright and trade secret rights, remain exclusively owned by
Logitech and/or its Affiliates. Contractor is hereby granted a non-
exclusive, non-assignable, and limited license to use those
trademarks, logos, trade names, and service marks provided by
Logitech to Contractor (“Marks”) solely during the term
of the applicable PO or SOW for the sole purpose of performing
Services under this Agreement. All goodwill generated by such use
of the Marks will inure exclusively to the benefit of Logitech and
its Affiliates. Contractor’s use of the Marks will comply
with the trademark guidelines set forth at
www.logitech.com.
4.1 Termination by Logitech.
Logitech may terminate this Agreement or a specific SOW or cancel a
specific PO under this Agreement for convenience at any time with
one hundred
twenty
(120) days prior written notice to Contractor.
4.2 Termination by Contractor.
Contractor may only terminate this Agreement for convenience when
no SOW or PO is in effect and the Contractor provides Logitech with
at least one hundred and twenty (120) days prior written
notice.
4.3 Termination for Breach. Either
party may terminate this Agreement or a specific SOW or PO if the
other party is in material breach of this Agreement, SOW or PO and
the breaching party fails to cure such material breach within
thirty
(30)
days of receiving notice thereof from the non-breaching party. In
the case of material breach by Contractor, Logitech will not be
obligated to make any payments to Contractor.
4.4 Effect of Termination. Except
as provided in this Section 4, upon any termination of this
Agreement, Logitech will pay to Contractor costs for any work
performed and accepted by Logitech up to the effective date of
termination on a time and materials basis or according to the
milestone schedule as reasonably determined by Logitech. Any
invoices for such costs must be received by Logitech within ninety
(90) days after the date of termination. Contractor will promptly
return to Logitech all advance payments, if any, received by
Contractor reduced by Contractor’s fees due on the date of
termination and reasonable and supportable costs incurred by
Contractor up to the notice date of termination. Contractor will
deliver to Logitech all work in process, in whole or in part,
including all versions and portions thereof, and will confirm in
writing the assignment to Logitech of ownership in the
results.
4.5 No Liability. Neither party
will be liable to the other for damages of any sort solely as a
result of terminating this Agreement in accordance with its terms.
Termination of this Agreement will be without prejudice to any
other right or remedy of either party.
5. LIMITATION
OF LIABILITY. IN NO EVENT WILL LOGITECH BE LIABLE FOR LOST
PROFITS, OR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING IN
ANY WAY IN CONNECTION WITH THIS AGREEMENT. THIS LIMITATION WILL
APPLY EVEN IF LOGITECH HAS BEEN ADVISED OF
THE
POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. EACH PARTY ACKNOWLEDGES
AND AGREES THAT THE LIMITATIONS OF LIABILITY CONTAINED IN THIS
SECTION REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT
AND THAT NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT WITHOUT THIS
LIMITATION OF LIABILITY.
6. ENTIRE
AGREEMENT; PRECEDENCE. This Agreement, together with all
agreed upon SOWs, and POs represents the entire agreement between
the parties and replaces and supersedes all previous or
contemporaneous oral or written agreements, understandings or
arrangements between the parties with respect to its subject
matter. In case of any conflict among this Agreement and any SOW or
any PO, or any attachments thereto, the terms and conditions of
this Agreement will prevail. In case of any conflict between any
SOW and any PO to which the SOW relates, or any attachments to any
such PO, the terms of the SOW will prevail.
7. AMENDMENT.
This Agreement may not be modified or amended except in writing
executed by an authorized representative of each
party.
8. CHOICE
OF LAW AND VENUE. This Agreement will be exclusively
governed by the laws of California without reference to its
conflicts of law principles. All disputes will be subject to the
exclusive jurisdiction of California.
9. ASSIGNMENT.
As Logitech has specifically contracted for Contractor’s
services, Contractor may not sub-contract, assign or delegate its
obligations under this Agreement either in whole or in part,
without the prior written consent of Logitech. Any attempted
assignment in violation of the provisions of this section will be
void. Notwithstanding the foregoing, in the event of a change of
control involving Contractor, whether in the form of the sale of
all or substantially all of the assets of Contractor or a merger
whereby the stockholders of Contractor immediately prior to the
merger do not maintain voting control following the close of the
merger, then in such event Contractor shall have the right to
assign this Agreement; provided, Contractor shall give Logitech at
least fourteen (14) days prior written notice to the closing of the
change of control
transaction, and
the entity or stockholders acquiring control of Contractor and/or
Contractor’s assets are not competitors to Logitech, as
determined solely by Logitech.
10. NO
WAIVER. No delay or failure to act in the event of a breach
of this Agreement will be deemed a waiver of that or any subsequent
breach of any provision of this Agreement. Any remedies at law or
equity not specifically disclaimed or modified by this Agreement
remain available to both parties.
11. INDEPENDENT
EFFORTS. Provided there is no infringement of the other
party’s intellectual property rights, nothing in this
Agreement will impair either party’s right to develop,
manufacture, purchase, use or market, directly or indirectly, alone
or with others, products or services competitive with those offered
by the other.
12. NO
PUBLICITY. Contractor will not use or reproduce the
trademark, trade name, trade dress or logo of Logitech, or refer to
Logitech as a client of Contractor, without Logitech’s prior
written consent, which consent shall not be unreasonably withheld
in relation to performing the services set forth in an
SOW.
13. FORCE
MAJEURE. Nonperformance by either party will be excused to
the extent that performance is rendered impossible by any reason
wholly beyond the control and not caused by the negligence of the
nonperforming party; provided that any such nonperformance will be
cause for termination of this Agreement by the other party if the
nonperformance continues for more than thirty (30)
days.
14. NOTICES.
All notices must be in writing and delivered to the parties listed
on page 1 of this Agreement. For Logitech, a copy must also
be
.
sent to
Logitech’s Legal Department, 7600 Gateway Blvd., Newark CA
94560, Attn: General Counsel, or by email to
legalnotices@logitech.com. Either party may at any time change the
name and address of persons to who all notices required to be given
under this Agreement must be sent by giving written notice to the
other party.
15. SURVIVAL. Sections 3.1, 3.5, 3.6,
3.7, 3.8, 3.9, 3.11, 3.12,
4.3, 4.4, 4.5, 5, 8, 10, 11, 12, and 14 through 18 will
survive the termination of this Agreement.
16. SEVERABILITY.
In the event any one or more of the provisions of this Agreement
will for any reason be held to be invalid, illegal, or
unenforceable, the remaining provisions of this Agreement will be
unimpaired and the invalid, illegal or unenforceable provision will
be replaced by a provision which, being valid, legal and
enforceable comes close to the intention of the parties underlying
the invalid, illegal, or unenforceable provisions.
17. BINDING
EFFECT; SUCCESSORS. The provisions of this Agreement will be
binding upon and inure solely to the benefit of the parties and
their respective successors and permitted assignees.
18. EXECUTION;
COUNTERPARTS. This Agreement, including any amendment,
waiver or modification hereto, may be executed by original,
facsimile or electronic signature in counterparts, each of which
will be deemed an original, but all of which together will
constitute one and the same instrument. Delivery of an executed
counterpart of a signature page by fax, e-mail or other electronic
delivery or signature method will be as effective as physical
delivery of a manually executed counterpart of this
Agreement.
STATEMENT
OF WORK
The
following is Statement of Work Number (“SOW”) made as
of March 1, 2018, to the Master Service Agreement
(“Agreement”) executed as of March 1, 2018, by and
between Logitech Inc. (“Logitech”) and Super League
Gaming, Inc. (“Contractor”). Except as specifically
stated herein, all terms used in this SOW will have the same
meaning as in the Agreement.
CONTRACTOR
INFORMATION:
Coordinator/Contact
Name: Matt
Edelman
Contact Phone: (310) 770-7194
E-Mail
Address: matt.edelman@superleague.com
LOGITECH
CONTACT INFORMATION:
Coordinator/Contact
Name: Peter
Kingsley
Contact Phone: E-Mail Address: pkingsley@logitech.com
Description of
Services and Deliverables: With this SOW, Contractor will
perform certain services and create certain deliverables for
Logitech.
Logitech shall be
designated as the official “Gaming Gear Provider” for
Contractor and shall be the exclusive sponsor for such category
during the entirety of this agreement.
The
Term shall be as follows:
Initial
Term: the first six months of 2018, up to and including June 2,
2018
Option
Term: the second six months of 2018. The Option Term shall be
exercised no later than thirty (30) days prior to the end of the
Initial Term, June 2, 2018.
Extended Term:
Calendar year 2019 Full Term: Calendar year 2020
Logitech shall have
the right to continue this partnership in 2019 (Extended Term) and
2020 (Full Term), each upon written notification to Contractor
prior to November 1st of the
prior calendar year.
Contractor will
provide multiple ongoing promotional and marketing opportunities
for Logitech, as defined below, through live and digital media
placements, experiential activations, product sampling, prizing and
give-away opportunities, digital branded content, and the
distribution of esports learning and peak performance programs that
will be co-developed with Logitech.
The
schedule and deliverables are further described as
follows.
Schedule:
Initial
Term
Q1
2018
●
March/April: League of Legends
City Champs Tournament
Q2
2018
●
April: Minecraft After School
Program
●
April/May: Minecraft City
Champs Tournament
Option
Term
Q3
2018
●
July or August: Game Title TBD
City Champs Tournament (format, venue and number of cities
TBD)
●
July or August: Summer Camp
(format, curriculum, location TBD)
Q4
2018
●
September/October: League of
Legends City Champs Tournament
●
October/November: Minecraft
City Champs Tournament
●
November/October: Minecraft
After School Program
Initial Term Deliverables
City
Champs Tournaments
HUD (on
movie screen)
●
Logitech
logo on-screen throughout tournament Physical Signage
●
Logitech logo
attached to banners and included in digital welcome posters where
offered
Printed
Collateral
●
Logitech logo on
printed programs, player handbooks, player passes (certain items
may not be available for March/April League of Legends City Champs
Tournament)
Interstitial
Content
●
:15 or :30 second
videos to be played pre-, during or post-gameplay
●
Videos to be either
existing Logitech ‘commercial’ videos or new videos
developed by Contractor and Logitech together, to be produced by
Contractor
Emcee
Shout-Outs
●
Multiple Logitech
brand references according to agreed-upon messaging during
tournament
Brand
Activation
●
Opportunities for
Logitech product sampling, product give-ways, coupon distribution,
sweepstakes, etc.
●
Social & Digital Marketing
Social Media
●
During seasonal
play, regular posts inclusive of mutually agreed upon Logitech
references on all relevant Contractor accounts
●
Off-season,
intermittent posts inclusive of mutually agreed upon Logitech
references on all relevant Contractor accounts
Influencer
Marketing
●
Contractor to
engage creatively-appropriate, mutually agreed upon social media
influencers to amplify the Video Series.
Website
●
Logitech logo and
supportive content inclusive of mutually agreed upon Logitech
references to be produced by Contractor on Tournament Central pages
and select promotional inventory dedicated to the
tournaments
●
Logitech logo
included in tournament promotional and informational email
newsletters, with supportive content in select emails
Ticketing
●
Logitech branding
included in digital ticket design
Minecraft
Scholastic
●
Social & Digital Marketing
Social Media
●
During promotion
and activation of the program, posts inclusive of mutually agreed
upon Logitech references on all relevant Contractor
accounts
Website
●
Logitech logo and
supportive content on pages that may be dedicated to the
program
Email
●
Logitech logo
included in promotional and informational email newsletters, with
mutually agreed upon supportive content in select
emails
Hero
Videos
●
Contractor to
produce a series of 2-5 minute long videos featuring Logitech
Employees, to be distributed digitally and in-school throughout the
program
Workshop Game
Mode
●
Contractor and
Logitech to collaborate on the development of a new Workshop Game
Mode in which students are asked to work as a team to create the
most effective machine to achieve a specific
objective.
●
Contractor to
produce the new Workshop Game Mode.
●
The Workshop Game
Mode to be included in the Q4 program and presented as developed in
collaboration with Logitech G Academy.
Original
Content
●
Contractor and
Logitech to collaborate on the development of, and Contractor to
produce, up to 30 minutes of original video content per quarter,
beginning in Q2.
●
Each 30 minutes of
content to be produced and packaged as a single episode or as a
series consisting of as many as 20 unique episodes, dependent upon
the creative direction, as mutually agreed.
●
Each episode to be
distributed through all relevant Contractor and Logitech social
media accounts, possibly in addition to third party distribution
platforms as mutually agreed.
●
Contractor to
engage a creatively-appropriate, mutually agreed upon social media
influencer to assist in the promotion of each content
offering.
Option Term Deliverables
In
addition to the promotional and marketing support provided
throughout the Initial Term, the aforementioned elements will be
provided throughout the Option Term.
●
Parents Information Session
In-Theater
●
Contractor and
Logitech to collaborate on the development of a 30-45 minute
session specifically designed for parents of Minecraft players to
educate them about the tournament, about Minecraft and about the
benefits of gaming, to take place during the Minecraft City Champs
Tournament Practice Day.
●
The session to be
produced by Contractor and presented as developed in collaboration
with Logitech G Academy.
Email
●
Promotional and
informational email newsletters sent about the Parents Information
Session to include mutually agreed upon Logitech
references.
Video
Series
●
Contractor and
Logitech to mutually agree upon two short form video series to be
produced by Contractor during and/or after each City Champs season,
based on the City Champs experience and directionally aligned with
Logitech G Academy themes.
●
Each video series
to consist of 3 episodes of 1-3 minutes in length and to include
Logitech references according to mutually agreed-upon messaging and
branding.
●
Player Development Session
In-Theater
●
Contractor and
Logitech to collaborate on the development of a 5-10 minute
content-driven presentation specifically designed for League of
Legends players to educate them about peak performance as an
esports athlete, to take place during the League of Legends City
Champs Tournament Practice Day (may not be available for
March/April League of Legends City Champs Tournament based on
timing).
●
The session to be
produced by Contractor and presented as developed in collaboration
with Logitech G Academy.
Email
●
Promotional email
newsletters that include information about the peak performance
session to include mutually agreed upon Logitech
references.
●
Contractor and
Logitech to collaborate on the development of an
‘alpha’ version of a Summer Camp experience designed to
deliver upon the initial core themes and values of the Logitech G
Academy.
●
The investment to
produce the Summer Camp experience remains an unknown for both
Parties and is not included in the Fees outlined below in this
Statement of Work.
Logitech Commitments
●
Social & Digital Marketing
Social Media
●
Reasonable number
of posts on relevant Logitech social media accounts announcing
and/or promoting Logitech’s activations with
Contractor.
Email
●
Reasonable number
of references to activations with Contractor within emails sent to
relevant Logitech email newsletter subscribers.
Website
●
Dedicated web page
inclusive of mutually agreed upon content within www.logitechg.com
●
Minimum Product Commitment
City
Champs (Minecraft and League of Legends)
●
Logitech product
awarded to all members of the City Champs Finals
teams.
●
League of Legends:
168 players
●
Logitech product
awarded to a standout single player on each of the 16 City Club
teams for each game title, with selection of the player to be based
on mutually agreed upon criteria.
Minecraft
Scholastic
●
Logitech product
packs shipped to all participating schools, with contents of the
packs to be determined by Logitech. Each of the estimated 100
schools activated in 2018 to receive only one product pack in
2018.
●
Logitech product to
be awarded to select students who excel within the program,
according to criteria and a volume to be mutually agreed
upon.
Initial Term
Fees: Total Strategic Investment for the Deliverables in the
Initial Term - $180,000 to be paid as follows:
●
50% of payment,
$90,000, due immediately upon execution of SOW
●
50% of payment,
$90,000 due no later than June 30, 2018
Option Term Fees: Total Strategic Investment for the deliverables
in the Option Term - $180,000 to be paid as follows:
●
50% of payment,
$90,000, due immediately upon exercise of the Option
Term
●
50% of payment,
$90,000 due no later than December 31, 2018
Extended Term and
Full Term Fees, if applicable: Upon continuation of this
partnership into the Extended Term or the Full Term, Logitech
agrees to a minimum Strategic Investment of $450,000 for the same
or an equivalent level of Deliverables as required from Contractor
in 2018, which would be paid as follows:
●
50% of payment,
$225,000, due no later than Jan 31st of the applicable year
●
25% of payment,
$112,500, due no later than June 30th of the applicable year
●
25% of payment,
$112,500 due no later than September 30th of the applicable year
If
Contractor and Logitech agree to expand the scope of the
deliverables for the Extended Term and/or the Full Term, the
Parties agree to negotiate in good faith an increase in the amount
of the fees.
All payments shall be made in accordance with Section 2.3 of the
Agreement.
Performance
Reporting (List any expected reports or management metrics
to be provided with their due dates and frequency, if
any
City
Champs
●
Number of seasons in 2018
●
City Clubs by year-end 2018
●
Unique Players per season
●
League of Legends
qualifier round players: 1,700
●
League of Legends
in-theater players: 960
●
Minecraft
in-theater players: 800
●
Total In-Theater Player Gameplay Hours per season
●
League of Legends:
4,500
●
Total In-Theater Player Hours per season
●
League of Legends:
7,500
●
Total In-Theater Spectators per season
Scholastic
●
20-25 schools;
10-20 students per school
●
100 schools; 10-20
students per school
Digital
Impressions
●
Social media
(primarily Facebook) during Contractor tournaments:
25,000
●
Social media
(primarily Facebook) in months when Contractor is not running
tournaments: 5,000
●
Social (primarily
Facebook) during tournaments: 50,000
●
Social (primarily
Facebook) in months when not running tournaments:
5,000
●
Pageviews during
tournaments: 200,000
●
Pageviews in months
when not running tournaments: 60,000
THIS
STATEMENT OF WORK IS AGREED TO AND ACCEPTED BY CONTRACTOR AND
LOGITECH.
Super League
Gaming,
Inc.
|
Logitech
Inc.
|
|
|
/s/
Ann
Hand
|
|
Ann
Hand
|
Ujesh
Desai
|
CEO
|
VP/GM Logitech G
Gaming 3/16/2018
|
3/16/2018
|
|
|
|
EXHIBIT B
Logitech
Data Processing and Security Standard Terms
THIS DATA PROCESSING AND SECURITY STANDARD
TERMS (“Addendum”) is effective as
the
same date of the Effective Date of the Master Services Agreement by
and between Logitech and Contractor.
WHEREAS, Logitech contractors,
suppliers, distributors, subcontractors or other business partners
and their employees (collectively “Contractors”) must
comply with the requirements set forth in this Addendum with
respect to any information (“Logitech Data”) that
Logitech employees, representatives or business partners make
available to such Contractor in the context of its business
relationship with Logitech, in addition, not in lieu of, any other
contractual obligations and applicable laws it may have with
respect to Logitech Data.
NOW THEREFORE, the parties agree as
follows:
1. Control and Ownership.
Contractor may not access, collect, store, retain, transfer, use or
otherwise process in any manner any Logitech Data, except (a) in
the interest and on behalf of Logitech, and (b) as directed by
authorized personnel of Logitech or one of its affiliates
(collectively “Logitech”) in writing. Without limiting
the generality of the foregoing, Contractor may not make Logitech
Data accessible to any subcontractors or relocate Logitech Data to
new locations, except as set forth in written agreements with, or
written instructions from Logitech.
2. Keep Data Secure. Contractor
must keep Logitech Data secure from unauthorized access by using
its best efforts and state-of-the art organizational and technical
safeguards.
3. Comply with Approved Policies.
Contractor must comply with its own information security policies,
subject to prior review and written approval by Logitech, or at
Logitech’s discretion, with Logitech’s information
security policies, which shall be provided by Logitech if
applicable. Contractor must refrain from making any changes to such
policies that reduce the level of security and provide 30 days
prior written notice to Logitech of any significant changes to its
own information security policies. If Contractor has conducted SOC
Type II or similar audits, Contractor must comply with its SOC Type
II or similar standards and provide Logitech 30 days notice of any
changes. In addition, Contractor shall provide to Logitech any
3rd party audits and/or
certifications such as SOC2 Type II, SSAE16, SAS70, and
ISO9001.
4. Cooperate with Compliance
Obligations. At Logitech’s request, Contractor must
(a) contractually agree with Logitech to comply with laws or
industry standards designed to protect Logitech Data, including,
without limitation, the Standard Contractual Clauses approved by
the European Commission for data transfers to processors, PCI
Standards, HIPAA requirements for business associates (as
applicable), as well as similar and other frameworks, or (b) allow
Logitech to terminate certain or all contracts with Contractor,
subject to (i) a proportionate refund of any prepaid fees, (ii)
transition or migration assistance as reasonably required and at
time and materials rates not exceeding Logitech’s then
current rates for professional services offered to its customers,
and (iii) without applying any early termination charges or other
extra charges.
5. Submit to Audits. Contractor
must submit to reasonable data security and privacy compliance
audits by Logitech and, at Logitech’s request, or an
independent third party, to verify compliance with this Addendum,
applicable law, and any other applicable contractual
undertakings.
6.
Data
Breach Notification. In the event of an actual or suspected
breach or compromise to the
physical or
electronic security of Logitech Data, including but not limited to
actual or suspected loss of control, theft or unauthorized
processing, loss, use, disclosure or acquisition of, or access to,
any Protected Personal Data (“Breach”), Contractor
shall notify Logitech’s General Counsel of such actual or
suspected Breach by telephone at 510-795-8500 and in writing at
7700 Gateway Blvd., Newark, California, 94560, USA within 48 hours
of discovery of the actual or suspected Breach. The notice shall
summarize in reasonable detail the nature of the actual or
suspected Breach; the data that has been or is suspected to have
been lost, stolen or potentially compromised; and the corrective
action taken or to be taken by Contractor. Contractor shall
promptly take all necessary and advisable corrective actions, and
shall cooperate fully with Logitech in all reasonable and lawful
efforts to promptly, mitigate or rectify, otherwise respond to,
such Breach.
7. Indemnification for Data
Breach. In the event of a Breach, in addition to immediately
notifying Logitech of such Breach, Contractor shall at
Logitech’s option and at the direction of Logitech, whether
or not required by law, provide written notice to the individuals
whose Logitech Data was reasonably connected to the Breach, or
reimburse Logitech for all direct out-of-pocket and commercially
reasonable costs that Logitech incurs in providing such notice.
Contractor shall indemnify Logitech for any additional financial
loss to Logitech arising from such Breach, including without
limitation Logitech (1) obtaining legal advice to assist Logitech
in identifying its legal obligations regarding such Breach; (2)
providing and paying for remediation services offered by third
parties to help prevent or cure identity fraud or theft, including
but not limited to identity theft analytics, fraud monitoring,
identity theft resolution, and credit freezes; and(3) legal damages
awarded against Logitech as a result of the Breach.
8. Effects of Termination or
Expiration. Following the effective date of termination,
Contractor shall have ten (10) days (“the Data Removal
Period”) to remove all Logitech Data and other information,
including without limitation backup copies thereof, that Contractor
has stored on any of its storage servers or data that Logitech has
authorized Contractor to upload, store or otherwise input onto any
Contractor storage servers or devices. Contractor shall provide
reasonable migration assistance at then-current time and material
rates for professional services and Contractor may charge regular
fees for data stored during the portion of the Data Removal Period
utilized by Logitech unless Logitech terminates the Agreement for
breach by Contractor, in which case migration assistance and
storage shall be free of charge. Following the expiration of the
Data Removal Period, Contractor shall delete any and all Logitech
Data from Contractor’s server, website or any other data
storage systems, including without limitation any and all backup
copies thereof if Contractor has complied with all of its
obligations under this Agreement and verified that Logitech has in
fact been able to remove Logitech Data.