THE PROCESS

TERMS & CONDITIONS

REPRESENTATION AGREEMENT IS MADE BETWEEN

Soccer Assist Ltd, a company incorporated under the Companies Act (Registered Number: 09305386) and having its registered office at 17 Oldman Court, Marvels Lane, London, SE12 9PY (the “Company”) & (The “Client”)

WHEREAS

A. The Company carries on business as a Sports Consultancy; and

B. The Client wishes to engage, and the Company agrees to provide, the Services of the Company on the terms and conditions set out in this agreement.

The parties agree the following:

1. DEFINITIONS AND INTERPRETATION

1.1 For the purposes of this Agreement the following words and phrases shall have the following meanings:

“The Commencement Date”
means the last date of execution of this Agreement;

“Intellectual Property Rights”
means all patents, copyrights, design rights, trademarks, service marks, trade secrets, know-how, database rights, actual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world;

“Materials”
means all materials and other works created by or on behalf of the Company (whether for the purpose of this Agreement or otherwise and in any format or media and used by the Company in the course of the provision of the Services including without limitation all brochures, information packs, assessment reports, audio visual recordings and databases);

“NCAA”
means National Collegiate Athletics Association;

“NAIA”
means National Association Intercollegiate Athletics;

“NJCAA”
means National Junior College Athletics Association;

“The Services”
means consultancy/representation services which will be comprised of initial sporting/academic assessment and registration to the Company’s programme, calculation of approximate grade point average, short-listing of universities and sports programmes based on academic and sporting eligibility, SAT advice, NCAA clearinghouse registration and advice, profile creation and production which will include filming of sporting materials if required, meeting between the Client and a Company consultant to review the above, release of promotional materials to identified college coaches, regular management of and contact with interested coaches, update releases to coaches and colleges regarding the Client, meeting with the Client to discuss progress, review and filing of all Client/coach communication, review and negotiation of scholarship offers decision making assistance, assistance with all relevant application forms including in relation to student visa and health insurance applications and after care service recommending to partnered companies; and

“The Services Fee”

Means the sum of £2500 payable to the Company by the Client pursuant to clause 4 of this Agreement.

1.2 For the purposes of the Agreement:

1.2.1 References to clauses and sub-clauses shall be to clauses and sub-clauses of this Agreement.

1.2.2 Unless the context otherwise requires, the singular number shall be deemed to include the plural and vice versa and the masculine gender shall be deemed to include the feminine and neuter genders.

1.2.3 References in this Agreement to any statutory provisions are to those provisions as amended, extended or re-enacted from time to time and shall include any regulations made there under.

1.2.4 The clause headings in this Agreement are for convenience and reference only and shall not affect the construction or interpretation hereof.

1.2.5 References to persons in this Agreement include, partnerships, bodies’ corporate and unincorporated bodies.

2. TERM

This Agreement will commence on the Commencement Date and will terminate subject to and in accordance with the terms of clause 10.

3. SERVICES

The Company will provide the Services subject to and in accordance with the terms of this Agreement.

4. FEES

4.1 In consideration of the provision of the Services by the Company, the Client shall pay to the Company the Services Fee in full via the payment options set out in Appendix 1 of this Agreement. The deposit shall be paid within 7 days of the Commencement Date. All subsequent instalments of the Services Fee shall be paid as set out in Appendix 1.

4.2 The Client will be entitled to a full refund of the Services Fee (if any) received by the Company if written notice of termination of this Agreement is received by the Company within 5 days of the Commencement Date.

4.3 Missed payments by the client will result in services being put on hold, and a late payment fee of £15 will be additionally charged to the account. A Further charge of £30 will be added after two weeks if payment is not submitted. If after this period no payment is made, the company reserves the right to cancel the Agreement.

4.4 Late payment fee must be paid in the same month as missed payment i.e Missed payment for February must be paid in February and not at the end of contract

4.5 If the Client fails to pay the Services Fee and subsequent late payment fees (or any part of it) in accordance with this Agreement, the Company shall (without limiting any other right or remedy available to it) be entitled to terminate this Agreement immediately upon written notice.

4.6 The client shall be entitled to a full refund of the Services Fee received by the Company if no scholarship award[s] are received within a 24 month period from the commencement of marketing and promotion by the Company under this Agreement (the date of which the Company shall notify the Client).

4.7 Should the Client fail to provide all accurate information relating to his/her sporting, academic and personal background as stated in clause 5.1, the Company reserves the right to terminate this Agreement without any refund of the Services Fee.

4.8 The Client is fully liable to pay all outstanding Service fees if terminated for any others reason than those specifically outlined in clause 10. This includes, but not limited to: change of mind by the client.

5. DUTIES/RESPONSIBILITIES OF THE CLIENT

5.1 The Client agrees to provide such information relating to his/her sporting, academic and personal background as the Company may require providing the Services and the Client warrants that all such information will be fully accurate, factually correct and not misleading. The Client undertakes to notify the Company without delay of any change of circumstances which renders any information previously given untrue or inaccurate in any respect.

5.2 Without limitation to the generality of clause 5.1, the Client acknowledges that the Client’s eligibility for any scholarship is conditional upon the Client:

5.21 Being (and at all times having been) an amateur athlete (and the Client hereby warrants that he/she is and has at all times never been a professional athlete);

5.2.2 Not having ever engaged a sports agent (whether such sports agent is regulated to act as such or not) to represent or act for the Client (and the Client hereby warrants that he/she has not at any time engaged a sports agent); and

5.2.3 Generally satisfying all relevant criteria imposed by NCAA, NAIA, NJCAA or such other regulatory body governing the conduct of the relevant college.

5.3 The Client undertakes to notify the Company immediately upon becoming aware (whether as a result of a change in the Client’s circumstances or otherwise) of any fact that may affect the Client’s eligibility (including any change to the Client’s status as an amateur athlete) for any scholarship and/or entry to any college.

5.4 The Client acknowledges that the Company shall have no liability to the Client for any loss, damage, costs, expenses or other claim for compensation arising from any materials or information (or whatever nature) supplied to the Company by the Client including information concerning his/her background, status and eligibility.

5.5 The Client is under a duty to ensure compliance with all legal requirements or provisions which may be in force in respect of any country where he/she seeks a scholarship including immigration requirements of the relevant country.

5.6 The Client is responsible for: (i) obtaining all necessary student visas, health and travel insurance; and (ii) for payments of any costs/fees or other charges connected with obtaining a scholarship and student visas, travelling expenses, health and/or travel insurance, flights and tuition fees.

5.7 The Client acknowledges that the Company may from time to time use the name and or image of the Client for promotional purposes in connection with the Company’s business and the Client hereby consents to such use of their name and image. Furthermore the Client agrees to provide the Company with such assistance as the Company may reasonably require in respect of promotional or marketing activities in connection with the Company’s business.

5.8 The Client is obliged to update the Company on any contact detail changes, including: email address, contact numbers and home address.

5.9 The Client must ensure they attend all planned showcases in order for the Company to create player portfolios, within 3 months of signing the agreement. If unable to attend showcases, refer to clause. 5.10

5.10 The Client must ensure that they take full responsibility of submitting portfolio materials when requested by the Company. E.g. videos, photos. Without the required material, the Company will be unable to proceed with the service which may result in your profile being put on hold.

6. WARRANTIES & LIABILITY

6.1 The Company warrants that the Services will be provided using reasonable care and skill. The Company shall have no liability under the above warranty if the Services Fee has not been received by the Company in accordance with clause 4.1.

6.2 Where the Company supplies, in connection with the provision of the Services, any materials supplied by a third party, the Company does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the third party in question.

6.4 The Client expressly acknowledges and agrees that the Company:

6.4.1 Is not a scholarship provider and responsibility for deciding whether or not a scholarship is offered to the Client will rest with the relevant college and will be subject to the rules of the relevant college’s regulatory body;

6.4.2 accepts no responsibility or liability in respect of decisions made by the NCAA, NAIA or NJCAA regarding the eligibility or status of the Client which may affect the Client’s ability to compete or to satisfy any criteria necessary to qualify for or receive a scholarship;

6.4.3 Will have no liability and accepts no responsibility for statements made by third parties; and

6.4.4 Will have no further responsibilities to the Client once this Agreement has terminated in accordance with clause 4.2 or clause 10.

6.5 Subject to any express contractual terms and conditions of this Agreement to the contrary, in no event shall the Company be liable to the Client for any indirect or consequential damages, including but not limited to loss of use, profit, anticipated profit or revenue or for business interruption, arising out of or in connection with this Agreement, however caused.

6.6 Save for liability for death or personal injury caused by the negligence of the Company, its servants or agents, which is unlimited, the Company’s entire liability under this Agreement or for any cause of action related to the provision of the Services shall be limited to the amount of the Services Fee.

6.7 The Company shall not be liable to the Client or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Services (including the supply of any materials), if the delay or failure was due to any cause beyond the Company’s reasonable control.

6.8 The Client must stay in contact with the Company, if the Company does not receive any communication within two months, The Company reserves the right to terminate the agreement.

7. DATA PROTECTION

7.1 All personal data held by the Company relating to the Client shall (save with the prior consent of the Client) be processed for the purposes set out in this Agreement only.

7.2 The Company confirms that it shall process the Client’s personal data in accordance with the terms of the Data Protection Act 1998 (as amended or superseded from time to time).

7.3 The Client acknowledges that in order for the Company to provide the Services it will be necessary for the Company to provide all or part of the Client’s personal data to those officials and coaches that have been contacted by the Company or have contacted the Company seeking further information in respect of the Client and that such officials and coaches are ordinarily located out with the European Economic Area.

7.4 The Client hereby consents to the Company processing the Client’s personal data for the purpose of providing the Services in accordance with the terms of this Agreement (including without limitation for the purpose set out in clause 7.3).

8. CONFIDENTIALITY

Except as required by law, both parties shall procure that all confidential information disclosed by one party to the other in accordance with this Agreement or which may at any time until termination of this Agreement come into the other party’s knowledge, possession or control shall not be used for any purposes other than those required or permitted by this Agreement and shall remain confidential and shall not be disclosed to any third party except insofar as this may be required for the proper operation of this Agreement. For the purposes of this Agreement, information relating to the business of the Company, its business systems, business processes, business affairs and databases and/or client and supplier lists are hereby deemed to be confidential information. These obligations of confidentiality shall cease to apply to any particular item of confidential information once it becomes public knowledge other than by any act or default of either party.

9. INTELLECTUAL PROPERTY

9.1 The Client agrees that the al Intellectual Property Rights in all Materials used by the Company in the course of providing the Services (whether created before or after the Commencement Date) shall belong to the Company.

9.2 The Client undertakes that:

9.2.1 It shall not copy or make available to others any of the Materials without the prior written consent of the Company, this includes, any videos, photography or portfolios created by the Company; and

9.2.2 Following termination of this Agreement (howsoever arising) the Client shall on demand return to the Company all above stated Materials (and all copies thereof) in the possession or under the control of the Client.

10. TERMINATION AND CONSEQUENCES OF TERMINATION

10.1 The Company shall be entitled to terminate this Agreement immediately on giving written notice of the Client, if:

10.1.1 The Services have been completed by the Company (as to which the Company shall be the sole judge);

10.1.2 within a 24 month period of time after the Client’s details have been released to one or more college coaches and no scholarship offers having been received by the Client or the Company on behalf of the Client and the Company deciding that there are no reasonable prospects of a scholarship offer being made (as to which the Company shall be the sole judge); or

10.1.3 the Client breaches any of the clauses stated within this contract, the Company shall inform the Client in writing. If the breach is not resolved, the Company holds the write to terminate the agreement.

10.2 In addition and notwithstanding the provisions contained within clause 10.1 above, this Agreement may be terminated by the Company without any liability by giving one week’s written notice.

10.3 In the event that the Company exercises its right to terminate in accordance with clause 10.2 above, the Company shall pay to the Client a rebate of such proportion of the Services Fee as the Company entirely at its sole discretion considers reasonable having regard to the nature and extent of the Services provided by the Company prior to termination of this Agreement.

10.4 For the avoidance of doubt no rebate will be payable by the Company:

10.4.1 Upon exercise of the right to terminate this Agreement in accordance with clause 10.1; or

10.4.2 in the event of termination of this Agreement by the Client except in accordance with clause 4.2.

10.5 The parties agree that clauses 1, 4, 5.4, 5.5, 5.6, 5.7, 5.8, 6.3, 6.5, 6.6, 6.7, 8, 9, 10.3, 10.4 and 11 shall survive termination or expiry of this Agreement.

11. NOTICES

11.1 Any notice or other document required or permitted to be given or served hereunder may be given or served personally or by leaving the same or sending the same by first class recorded delivery post at or to the registered office of the Company for the time being or the address of the Client as stated in this Agreement or such other address as the Client may hereafter intimate in writing to the Company for the giving of notice.

11.2 Any such notice or document shall be deemed to have been served:

11.2.1 if delivered, at the time of delivery; or

11.2.2 if posted, at the expiration of 48 hours after posting.

11.3 In proving service pursuant to this clause 11 it shall be sufficient to prove that delivery was made or that the envelope containing such notice or document was properly addressed (in accordance with clause 11.1 above) and posted as a pre-paid first class recorded delivery letter.

12. WHOLE AGREEMENT, VARIATION AND WAIVER

12.1 This Agreement and any documents referred to in it, constitute the whole agreement between the parties and supersede any arrangements, understanding, previous agreement, representations or warranties in relation to the subject matter.

12.2 Any variation of this Agreement must be in writing and signed by or on behalf of both parties.

12.3 Any waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given and will not prevent the party who has given the waiver from subsequently relying on the provision it has waived. No failure to exercise or delay in exercising any right or remedy provided under this Agreement or by law constitutes a waiver of such right or remedy or will prevent any future exercise in whole or in part thereof.

12.4 No single or partial exercise of any right or remedy under this Agreement shall preclude or restrict the further exercise of any such right or remedy. Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.

13. SEVERANCE

13.1 If any provision of this Agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.

13.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision will apply with whatever modification is necessary to give effect to the commercial intention of the parties.

14. GOVERNING LAW

The Agreement shall be governed by and construed in accordance with United Kingdom Law and each of the parties of this Agreement hereby submits to the non-exclusive jurisdiction of the English & Welsh courts.