UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT TO
SECTION
13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): May 20,
2020
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Rivulet Media, Inc.
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(Exact Name of Registrant as Specified in Charter)
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Delaware
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000-32201
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33-0824714
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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1206 East Warner Road, Suite 101-I, Gilbert, Arizona
85296
(Address
of Principal Executive Offices) (Zip Code)
(480)
225-4052
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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None.
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None.
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None.
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
Emerging
growth company ☒
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01
Entry
Into a Definitive Material Agreement.
On May
20, 2020, Rivulet Media, Inc. (formerly known as Bio-Matrix
Scientific Group, Inc.) (the “Company”) and Joseph M.
Arpaio (“Arpaio”), who served as
the 34th Sheriff of Maricopa County, entered into a Life Story
Rights Agreement (the “Arpaio Agreement”),
pursuant to which the Company was granted an exclusive option to
acquire the motion picture, television, home-video, allied,
subsidiary, and ancillary rights to Arpaio’s life story,
including his name, likeness, and biography. The rights to be
granted upon exercise of the option include the right to write,
produce, distribute, advertise, publicize, and record soundtracks
for one or more motion pictures, including remakes and sequels. The
option period extends for 12 months, with a 12 month extension at
the Company’s option. Prior to exercise of the option, the
Company may prepare screenplays, budgets, and engage in other
customary development and pre-production activities.
Arpaio
shall be entitled to a consulting fee of $10,000, payable within 10
days of the earlier of exercise of the option or commencement of
principal photography of the first motion picture produced under
the Arpaio Agreement. If the option is not exercised, this fee does
not become due. Additionally, as consideration for the rights
granted under the Arpaio Agreement, Arpaio shall be entitled to
compensation of $20,000 for each 30 minutes that the motion
picture(s) is/are expected to run (payable pro-rata at $675 per
minute), payable upon the earlier of exercise of the option or
commencement of principal photography of the first motion picture
produced under the Arpaio Agreement.
On May
27, 2020, the Company, Rivulet Films, Inc. (a wholly-owned
subsidiary of the Company), and Paris Film, Inc. and Rob Paris
(together, “Employee”) entered into
an Employment Agreement (the “Paris Agreement” and
together with the Arpaio Agreement, the “Agreements”), pursuant
which Rivulet Films agreed to employ Employee in the position of
“President of Rivulet Films.” The employment of
Employee begins on June 1, 2020, for a guaranteed term of six
months, following which the employment relationship may be
terminated with or without good cause or for any or no reason by
either Employee or Rivulet Films.
As
compensation, Employee will be paid $10,000 per month, guaranteed
for the first six months. Additionally, upon execution of the Paris
Agreement, the Company issued options to purchase 9 million shares
of common stock at an exercise price of $0.10 per share. Five
million of the options vested immediately, 2 million will vest on
June 1, 2021, and the remaining 2 million will vest on June 1,
2022. Employee will also have the right to participate in all
equity stock option plans and programs established for employees by
Rivulet Films in all aspects and benefit to that of any other
similarly situated C-suite employee of Rivulet Films, including its
CEO. Rivulet Films will also provide Employee with other benefits,
such as bonuses, perk packages, preferred stock positions, box
office bonuses, and back-end/contingent compensation made generally
available to similarly situated employees, including its CEO.
Employee will be attached as producer, subject to a separate
producer agreement to be negotiated, to all projects sourced by
Employee during the term of employment. The Paris Agreement
subjects Employee to certain restrictive covenants and a standard
confidentiality provision.
In
connection with the employment, to the extent controlled by
Employee and so long as Employee remains attached to each project
in perpetuity, Employee grants to Rivulet Films a right of first
refusal to all rights, title, and interest to the film projects
known as Please Baby Please and Acolyte, as well as to all other
film, story, or other production concepts which Employee creates,
develops, or otherwise originates during the term employment and
not passed on by Rivulet Films.
The
foregoing summaries of the Agreements do not purport to be complete
and are qualified in their entirety by reference to the full text
of the Agreements. Copies of the Agreements are attached hereto as
Exhibit 10.1 and Exhibit 10.2 and are incorporated herein by
reference.
On May
26, 2020, the Company issued a press release announcing the start
of production, with filming anticipated to begin June 2, 2020, of a
new docu-series based on the life experiences of Joseph M. Arpaio,
the text of which is attached hereto as Exhibit 99.1.
Item
9.01
Financial
Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated:
May 28, 2020
Rivulet
Media, Inc., a Delaware corporation
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By:
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/s/
Mike
Witherill
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Mike Witherill,
President
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May 20,
2020
LIFE STORY RIGHTS AGREEMENT
THIS
AGREEMENT, which is effective on May 20, 2020, is made by and
between RIVULET MEDIA, INC., a Delaware corporation, and/or its
assignee ("Producer") and Joseph M. Arpaio ("Owner") concerning the
Owner's life story. (Owner and Producer shall be referred to
hereinafter collectively as the "Parties.") The following terms and
conditions shall apply:
1. DEFINITION OF LIFE STORY: For
purposes of this Agreement, "Life Story" shall mean the
irrevocable, exclusive, perpetual and universal rights to use
Owner's name, likeness, sobriquet, voice, and biography; depict,
portray, impersonate or simulate Owner in any way whatsoever, and
make use of all the incidents of Owner's life preceding,
surrounding, following and otherwise in any way relating to
incidents about the Owner's life that the Producer deems in its
sole discretion necessary or appropriate to produce one or more
Motion Pictures (including, without limitation, theatrical
productions, television series, and made-for-television movies and
made-for-home-video productions), whether wholly or partially
factual or fictional; and use any and all information and materials
in Owner's possession or under Owner's control, which Owner shall,
at Producer's request, disclose and provide to Producer freely,
completely and candidly, in such forms as, without limitation,
copies of any newspapers or magazine clippings, photographs,
transcripts, journals, notes, recordings, home movies, videotapes
or other physical materials relating to Owner's life story and all
Owner's thoughts, observations, recollections, reactions and
experiences surrounding, arising out of, or concerning all those
events, circumstances and activities relating to Owner's life story
(all the aforementioned rights hereinafter collectively referred to
as "Life Story").
2. USE OF NAME (NO PSEUDONYM). The
Parties agree that any Motion Picture(s) that Producer makes based
on the Life Story will be explicitly about Joseph "Joe" M. Arpaio
and will identify him by name throughout. In other words, the
Motion Picture will not use a pseudonym for Mr. Arpaio or portray a
character that is based on him or his Life Story but does not
actually use his real name.
3. GRANT OF OPTION: In consideration of
the mutual promises contained herein, Owner hereby grants to
Producer for twelve (12) months from and after the effective date
of this Agreement (the "Option Period") the exclusive, irrevocable
right and option (the "Option") to acquire the exclusive rights as
set forth in paragraph 5 in and to the Life Story, as defined
above. Producer may exercise this Option at any time during the
Option Period, as it may be extended, by giving written notice of
such exercise to Owner.
4. FIRST EXTENSION/EXERCISE OF OPTION:
Producer shall have the right to extend the Option Period for one
(1) period of twelve (12) months by sending notice to Owner prior
to the expiration of the previous period.
5. ADDITIONAL EXTENSIONS: The Parties
agree in good faith to discuss additional extensions, if it is
helpful to production a Motion Picture.
6. PENDING EXERCISE OF OPTION: Producer
shall have the right to prepare screenplays, budgets, teleplays,
treatments or other material, and engage in other customary
development and pre-production activities. It is understood that if
the Option is not exercised, Producer shall have no further right
in and to the Life Story, but Producer shall own all rights of
every kind in and to material Producer prepared.
7. RIGHTS GRANTED:
(a)
Upon exercise of
the Option by Producer, Producer shall acquire and Owner shall be
deemed to have assigned, conveyed, sold and transferred to Producer
all motion picture, television, home-video, allied, subsidiary and
ancillary rights in and to the Life Story for use by Producer, and
Producer's successors and assigns, throughout the world and in
perpetuity, including, without limitation, the following
rights:
1)
the right to
develop one or more scripts based on the Life Story;
2)
the right to make
one or more Motion Pictures based on the Life Story, any part
thereof or any sequences or characters therein (including, without
limitation, theatrical productions, television series, and
made-for- television movies and made-for-home-video
productions);
3)
the right to
distribute, exhibit and otherwise exploit any such Motion Pictures
in any and all media and by any means now known or hereafter
devised, including, without limitation, all forms of theatrical and
non-theatrical distribution and exhibition (including, without
limitation, free broadcast, pay television, cable, subscription and
pay-per-view);
4)
the right to
manufacture, distribute and otherwise exploit all forms of
videocassettes, videodiscs and similar devices of any such Motion
Pictures and to combine such Motion Pictures with other programs on
such videocassettes, videodiscs and similar devices;
5)
the right to make
changes to the Life Story, to create fictional episodes, characters
and/or dialogue for dramatic purposes, and to use any portion or
portions of the Life Story for any purpose of this
Agreement;
6)
the right to edit
and alter any Motion Pictures based on the Life Story and to make
foreign versions thereof;
7)
the right to
publicize, advertise or otherwise promote any such Motion Pictures
and in connection therewith to prepare and use synopses (not to
exceed 7,500 words each) of the Life Story;
8)
the soundtrack
recording, music publishing, legitimate stage, live television,
radio broadcasting and merchandising rights to the Life Story, to
any such Motion Pictures based thereon and to any of the characters
contained therein;
9)
the right to make
remakes and sequels to any such Motion Pictures;
10)
the right to
copyright any such Motion Pictures, sound recordings, musical
compositions and all other copyrightable works based on or derived
from the Life Story and to secure copyright and trademark
protection to all works based on or derived from the Life Story;
and
11)
the right to
sublicense or authorize others to exercise any of the foregoing
rights, subject to Producer's obligations hereunder
provided.
(b)
Notwithstanding
anything contained in this Agreement to the contrary, Producer
agrees to portray Owner's and Owner's Life Story as factually as
possible with the understanding that Producer has the right to
reasonably deviate from the facts of the Life Story in order to
enhance the dramatic value. Owner shall be entitled to review and
be consulted on the final shooting scripts of the Motion Pictures
produced hereunder, it being understood that further changes to
such final shooting scripts may be made by Producer. No approval
rights are granted whatsoever in connection with any scripts
created or Motion Pictures produced hereunder, which rights shall
be held solely and exclusively by Producer and shall include,
without limitation, control over all dramatic elements of said
scripts and Motion Pictures.
8. RESERVED RIGHTS: The Owner
specifically reserves literary publishing rights to the Life Story
(other than literary publishing rights of up to 10,000 words for
use by Producer in advertising any Motion Picture based on the Life
Story). Notwithstanding anything else in this Agreement to the
contrary (or that may be implied to the contrary), the Owner is not
conveying or intending to convey any motion picture rights in the
book that Mr. Dave Roberts is currently working on. Both parties
acknowledge that Owner has represented that Mr. Roberts is
currently writing a book and that Mr. Roberts is the owner of any
motion picture rights in such book.
9. WAIVER: Owner hereby waives and
relinquishes any rights or remedies at law, in equity or otherwise,
and further releases Producer and Producer's employees, agents,
successors, licensees and assigns from, and covenants not to sue
Producer, or any of them, with respect to any claim, cause of
action, liability or damages of any nature whatsoever arising out
of or in connection with the exercise of any of the rights herein
granted to Producer. Such liabilities include, without limitation,
defamation, libel, slander, false light, false advertising,
intentional or negligent infliction of mental distress or invasion
or appropriation of any right of privacy or publicity in any
jurisdiction. These waivers are hereby made by Owner, both on
Owner's behalf and on behalf of Owner's spouse and next of
kin.
10. CONSULTING SERVICES: Owner shall be
available to Producer as consultant in connection with the first
Motion Picture produced hereunder at mutually convenient places,
dates and times, to provide Producer with information and materials
regarding the Life Story and to assist Producer in obtaining
releases from any persons designated by Producer. Such consultation
will involve, among other things, cooperation with Producer and any
writers employed by Producer or Producer's assigns in connection
with the writing of the teleplay or other forms of adaptation of
the Life Story. Owner shall be entitled to compensation for the
above employment in the amount of ten thousand dollars ($10,000),
payable within 10 days upon the earlier of exercise of the Option
or commencement of principal photography of the first Motion
Picture produced hereunder. (If the Option is not exercised, or
principal photography never commences, then this amount does not
become due.)
11. COMPENSATION: As full consideration
for all rights, licenses, privileges, waivers and property herein
granted, and for all warranties, representations and covenants
herein made by Owner, Producer agrees to pay Owner as
follows:
(a)
Guaranteed
Compensation: twenty thousand dollars ($20,000) for each thirty
minutes that the Motion Picture(s) run (or is/are expected to run),
pro rata ($675.00 per minute), payable upon the earlier of exercise
of the Option or commencement of principal photography of the first
Motion Picture produced hereunder. For clarity: assuming that
several thirty (30) minute episodes are produced, then $20,000 is
due for each episode. If a one-hundred (100) minute film is
produced, then $67,500.00 is due for the film.
12. CREDITS: The Owner shall be entitled
to receive the following screen credit in the main titles of any
and all Motion Pictures produced hereunder: "Based on the life of
Joseph M. Arpaio". Owner shall be entitled to an end-roll screen
credit in connection with consulting services performed hereunder,
the form and placement of which shall be at Producer's discretion.
Inadvertent failure by Producer to comply with these credit
provisions shall not be deemed a breach of this Agreement. Within a
reasonable time after receipt of written notice from Owner
specifying a failure to accord proper credit in accordance with
this Paragraph, Producer shall use good faith efforts to cure
prospectively any such failure with regard to positive prints
and/or advertising materials created after the date of Producer's
receipt of such notice. Producer will contractually obligate third
party licensees and sub-distributors with whom Producer is in
privity of contract to comply with the credit obligations set forth
herein, but shall not be responsible or liable to Owner for the
failure of any such third party to comply with the
same.
13. REPRESENTATION AND
WARRANTIES
(a)
Owner has the
right, authority and legal capacity to grant the rights granted to
Producer herein; and
(b)
Owner shall not
exploit the Life Story in a manner inconsistent with the terms of
this Agreement, specifically, to not sell, license, exploit or
transfer any rights in the Life Story.
14. REMEDIES: Owner recognizes and
confirms that in the event of a failure or omission by Producer
constituting a breach of its obligations under this Agreement,
whether or not material, the damage, if any, caused Owner is not
irreparable or sufficient to entitle Owner to injunctive or other
equitable relief. Consequently, Owner's rights and remedies shall
be limited to the right, if any, to obtain damages at law and Owner
shall not have any right in such event to terminate or rescind this
Agreement or any of the rights granted to Producer hereunder or to
enjoin or restrain the development, production, advertising,
promotion, distribution, exhibition or exploitation of the Picture
and/or any of Producer's rights pursuant to this
Agreement.
15. MISCELLANEOUS:
(a)
Arbitration.
Disputes under this Agreement shall be settled pursuant to binding
confidential arbitration under the rules of the American
Arbitration Association. The prevailing party will be entitled to
reasonable attorney fees and costs.
(b)
Indemnification.
Owner shall indemnify and defend Producer from and against any and
all claims and damages arising from the breach of any
representation or warranty of Owner hereunder to the extent such
claim or damage does not arise out of a breach by Producer
hereunder. Producer shall indemnify and defend Owner from and
against any and all claims and damages arising from the production,
distribution, exhibition or exploitation of the Picture, or any
element thereof, to the extent such claim or damage does not arise
out of a breach by Owner hereunder.
(c)
Accounting.
Producer agrees to keep and maintain complete and accurate books
and records relating to the Picture and the proceeds derived
therefrom.
(d)
Assignment. Owner
may not assign its rights or obligations hereunder. Producer may
freely assign its rights and obligations hereunder.
(e)
Choice of Law. This
Agreement shall be governed by and construed in accordance with the
laws of the State of Arizona.
(f)
Notices. All
notices under this Agreement shall be in writing addressed to the
addresses first set forth above, or at such other address as either
party may designate from time to time by written notice to the
other. All notices shall be served by facsimile and US mail,
electronic mail, recognized courier services such as Federal
Express or DHL or personal delivery addressed as specified above.
The date of receipt by facsimile, electronic mail or courier, as
the case may be, shall be the date of service of
notice.
(g)
This agreement may
be signed in counterparts. Facsimile and scanned copies shall be
deemed originals for all purposes.
(h)
Further Documents.
Owner agrees to execute, acknowledge, and deliver to Producer and
to procure the execution, acknowledgment, and delivery to Producer
of any additional documents or instruments that Producer may
reasonably require to effectuate fully and carry out the intent and
purposes of this Agreement. If Owner shall fail to execute and
deliver any such documents or other instruments, within ten (10)
calendar days after such documents are delivered to Owner, Producer
shall be deemed to be, and Owner irrevocably appoints Producer, the
true and lawful attorney-in-fact of Owner, to execute and deliver
any and all such documents and other instruments in the name of
Owner, which right is coupled with an interest.
(i)
This Agreement
constitutes the entire agreement between the parties hereto with
respect to all of the matters herein and its execution has not been
induced by, nor do any of the parties hereto rely upon or regard as
material, any representations or writing whatsoever not
incorporated herein and made a part hereof. No amendment or
modification hereto shall be valid unless set forth in a writing
signed by both parties.
IN
WITNESS WHEREOF the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first above
written.
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PRODUCER
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OWNER
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/s/ Michael J. Witherill
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/s/ Joseph Arpaio
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Michael J. Witherill,
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Joseph M. Arpaio
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on behalf of RIVULET
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MEDIA INC.,
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and/or Assignee
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EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT
(the "Agreement"),
dated as of May 27, 2020 (the "Effective
Date") is made by and between
Rivulet Films, Inc., a Delaware corporation (the
"Company"),
Rivulet Media, Inc., a Delaware corporation (the
"Parent")
and Paris Film, Inc. with regard to the cash compensation and Rob
Paris (individually) with regard to the stock grant (collectively
the "Employee")
c/o Entertainment Law Partners, PC, 2431 San Marco Dr., Los
Angeles, California 90068. The Company, the Parent and Employee are
referred to in this Agreement individually as a
"Party"
and, collectively, as the "Parties."
RECITALS:
A. The
Company, a wholly owned subsidiary of Parent, is engaged in the
business of providing, creating, developing, producing, and
marketing films, movies and other video productions (the
"Business").
B. The
Company, the Parent and Employee desire to enter into this
Agreement to clarify the terms and conditions of Employee's
employment by the Company.
AGREEMENT:
NOW,
THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are
acknowledged, the Parties agree as follows:
1.
Employment/Duties.
Company agrees to employ Employee in the position of "President of
Rivulet Films" for the Company. Employee will be responsible for
performing those duties, as that position is commonly understood to
perform, that are reasonably assigned to Employee from time to time
by the CEO Mike Witherill of the Company, or by those individuals
designated by the CEO to assign such duties (collectively, the
“Services”).
The Company will provide appropriate training to Employee to permit
Employee to perform Employee's duties competently. Employee shall
directly report to the CEO.
2.
Employment.
This Agreement shall commence upon Employee's signature and receipt
of the installation of such compensation (stock options and cash)
as noted in Exhibit
"A". Following
a six (6) month guaranteed term beginning on June 1, 2020 (the
"Guaranteed
Term"), then, following the
Guaranteed Term and issuance of all stock and guaranteed payment
per Exhibit “A”, EMPLOYEE AND COMPANY ACKNOWLEDGE THAT
THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR
WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION OF THE
EMPLOYEE, THE COMPANY OR THE COMPANY’S CEO, WITH OR WITHOUT
NOTICE. The Parties agree that the obligations created in
Sections
3(b), 6, 7, 9, 10, 11, 12, 13 and 14 of this Agreement will survive the termination of
Employee's employment with the Company.
3.
Employee's
Responsibilities; Assignment of Film Projects.
(a) Employee
agrees that during the term of Employee's employment by the Company
Employee will devote Employee's non- exclusive, first priority, no
material interference business time (does not have to be in
person), and Employee's best efforts and abilities to the
performance of Employee's duties for the Company. Employee will act
with the Company's best interest in mind at all times and will
conduct itself and cause its affiliates to conduct themselves at
the highest professional standards of ethics and integrity.
Employee agrees to use Employee's best efforts and skills to
preserve and grow the business of the Company and the good will of
its customers, employees and persons having business relations with
the Company. Employee will comply with all applicable laws and with
all the Company's policies and procedures, as may be amended by the
Company in its sole discretion.
(b) To
the extent controlled by Employee (as delineated in Exhibit
“A”) and so long as Employee remains attached to each
project in perpetuity, Employee hereby grants to Company a right of
first refusal to all rights, title and interest to the Film
Projects (as defined on Exhibit
A). Employee further
acknowledges that such right of first refusal, and Employee's
covenants, representations and warranties set forth here is
material consideration for the Company entering into this Agreement
and without such conveyance the Company would not execute this
Agreement (the "Right of First Refusal
Period"). Any film projects not
listed on Exhibit
“A” and not
optioned to a third party under development, production or under
the control of Company, before the end of the Guaranteed Term will
remain with Employee without Company lien or
encumbrance.
4.
Representations,
Warranties and Covenants.
Employee warrants and represents
that Employee is under no contractual, judicial or other restraint
that impairs Employee's right or legal ability to enter into this
Agreement and to carry out Employee's duties and responsibilities
for the Company.
(a) The
Company and Parent represent, warrant and covenant to Employee as
follows:
(i)
The Company and Parent have the full authority, right, power
and legal
capacity to enter into this Agreement and to consummate the
transactions which are provided for herein. The execution of this
Agreement by the Company and Parent and its delivery to Employee,
and the consummation by it of the transactions which are
contemplated herein have been duly approved and authorized by all
necessary action by the Company and Parent and no further
authorization shall be necessary on the part of the Company or
Parent for the performance and consummation by the Company or
Parent of the transactions which are contemplated by this
Agreement.
(b) Employee
represents, warrants and covenants to the Company and Parent
that:
(i)
Employee has the right to enter into this Agreement, to grant
and convey
the rights granted and conveyed herein and to perform fully all of
his obligations in this Agreement;
(ii) Employee's
entering into this Agreement with the Company and Parent and his
performance of the Services do not and will not conflict with or
result in any breach or default under any other agreement to which
Employee is subject;
(iii) Employee
and its affiliates has the required skill, experience and
qualifications to perform the Services; Employee and its affiliates
shall perform his duties in a professional and workmanlike manner
in accordance with industry best standards for similar
services;
(iv) Employee
shall perform the Services in compliance with all applicable
federal, state and local laws and regulations;
(v) The
Company will receive good and valid title to the Film Projects and
to film projects to be developed in the future and all other
results and proceeds of the Services performed under this Agreement
(collectively, the "Deliverables"),
free and clear of all encumbrances and liens of any kind;
and
(vi) All
Deliverables shall be Employee's original work (except for material
in the public domain or provided or otherwise acquired by the
Company from other third parties) and, to the best of Employee's
knowledge, do not and will not violate or infringe upon the
intellectual property right or any other right whatsoever of any
person, firm, corporation or other entity
5.
Compensation and Benefits.
(a) Base
Salary. The Company shall pay
to Employee a base salary as set forth on Exhibit A
(the "Base
Salary") commencing June 1,
2020 paid monthly thereafter on the 1st
of each month during the Guaranteed
Term and thereafter and may be subject to applicable legal
deductions, all as may be determined by the Company from time to
time and in accordance with applicable law.
(b) Options.
Promptly upon execution of this Agreement, subject to a stock
option plan which shall be attached hereto as Exhibit C and
incorporated herein by reference, the Parent will issue common
stock of the Parent in the amount of nine (9) million shares of
common stock at a strike price of Ten Cents ($.10) per share of
which five (5) million will vest immediately on execution of this
Agreement, two (2) million shares will no longer be subject of risk
of forfeiture on June 1, 2021 and the remaining two (2) million
shares will no longer be subject to risk of forfeiture on June 1,
2022. In addition, Employee will have the right to participate
freely in all equity stock option plans and programs established
for employees by the Company, which Employee shall participate in
all aspects and benefit to that of any other similarly situated
C-suite employee of Company, including Mike
Witherill.
(c) Other
Benefits; Company Policies. During the Guaranteed Term (and
thereafter while Employee is employed), the Company will provide
Employee with other benefits (such as bonuses, perk packages,
preferred stock positions, box office bonuses, back-end/contingent compensation
and the like) made generally available to similarly situated
employees of the Company, including Mike Witherill. The Company may
terminate, alter, or augment all benefits offered to its employees,
including Employee, as it deems appropriate from time to time in
its sole and absolute discretion to the extent permitted by
applicable law, but shall not selectively terminate, alter or
augment any such treatment different from those made to other
employees. Employee shall comply with all Company policies enacted
or adopted from time to time by the Company including without
limitation and expense reimbursement policies.
6.
Training
and Confidential Information.
The Company will provide Employee with such specialized training as
the Company in its sole discretion deems necessary or beneficial to
Employee's performance of Employee's job duties and will also
provide confidential and proprietary information to Employee.
Employee agrees to safeguard all such confidential and proprietary
information as set forth in the Acknowledgement Regarding
Confidential Information and Original Work attached hereto
as Exhibit
B.
7.
Restrictive
Covenants. In consideration for
the commitments made by the Company to Employee in this Agreement
regarding the Company's employment and training of Employee and the
Company's disclosure of its Confidential Information (as defined
in Exhibit B
hereto) to Employee, Employee agrees
to the restrictions set out in this Section
7. Employee recognizes and
agrees that these restrictions are necessary to protect the
Company's customer base, good will, Confidential Information and
other business interests. Accordingly, Employee hereby covenants
and agrees as follows:
(a) Corporate
Opportunities. Subject to
Clause 3(b) above, during the term of this Agreement, Employee will
submit to the CEO of the Company all business, commercial and
investment opportunities or offers presented to Employee or of
which Employee or its affiliates become aware which relate to the
businesses of the Company as such businesses of the Company exist
at any time during the term of this Agreement. However, if the
Company determines not to pursue any Corporate Opportunity, then
Employee will retain all rights to exploit and pursue the Corporate
Opportunity at its sole discretion ("Corporate
Opportunities").
(b) Non-Access.
Commencing on the date of Employee's termination from the Company
and continuing thereafter, neither Employee nor any of its
affiliates will access the Company's or Parent's computer systems,
download Parent or Company files or any information from the
Company's or Parent's computer systems or in any way interfere,
disrupt, modify or change any computer program used by the Company
or Parent or any data stored on the Company's or Parent's computer
systems.
(c) Non-Disparagement.
The Parties agree that during the term of Employee's employment
with the Company and at any time thereafter, not to make any
statements or communications (written, oral or electronically,
publicly or privately) that are intended to or could disparage or
otherwise adversely affect the business reputation of the Employee,
the Parent or the Company, or each of their affiliates, or their
owners, shareholders, directors, managers, officers, employees, or
products or services. Without limitation, this
prohibition
applies to statements made anonymously, or under an alias, and
includes postings made online or via social media, including but
not limited to Facebook, Instagram, LinkedIn, TikTok, and
Twitter.
(d)
Amendment.
If the covenants contained in Sections
7(a)-(c) of this Agreement, or
any portion thereof, are found by any court having jurisdiction to
be too broad in scope, whether as to activities, time period,
geographic area or otherwise, these covenants will nevertheless
remain effective but will be considered amended to the extent
considered by such court to be reasonable, and will be fully
enforceable as so amended.
8.
Termination of Agreement. This Agreement may be
terminated as set forth below.
(a) Death or
Disability. This Agreement
shall automatically terminate upon the death of Rob Paris or upon
Rob Paris’ becoming disabled to the extent that Employee
cannot perform the essential functions of Employee's position due
to the inability of Rob Paris to perform the duties required of
Employee as determined in good faith by a physician reasonably
acceptable to the Company. In the event this Agreement is
terminated pursuant to this subsection, the Company shall pay to
Employee the Base Salary and common stock (under Clause 5(b)) due
to Employee through the date of the termination of Employee's
employment.
(b) By the
Parties. Following the
Guaranteed Term (which the Company shall provide two (2) weeks'
notice of any such termination hereof), the Company may terminate
this Agreement immediately for any reason or no reason, with or
without notice. Employee may terminate this Agreement for any
reason or no reason by giving the Company two (2) weeks' prior
written notice of Employee's intent to terminate (the
"Notice
Period"). Upon giving such
notice by Employee, the Parties shall meet and in good faith confer
regarding Employee's work responsibilities during the Notice
Period. During the Notice Period, Employee agrees to use Employee's
reasonable best efforts to continue Employee's work for the Company
and the Company agrees to continue compensating Employee until
Employee's termination date with the same compensation and benefits
as Employee received immediately before the notice was given. In
the event this Agreement is terminated pursuant to this subsection
by either Party, the Company shall pay to Employee the Base Salary
due to Employee through the date of Employee's
termination.
9.
Return of Property to the Company. Upon the termination of
Employee's employment
with the Company, Employee agrees to immediately provide the
Company with a written inventory of all Company-owned property in
Employee's possession or under Employee's control and to
immediately return to the Company all Company-owned property in
Employee's possession or control, including but not limited to
Confidential Information. After Employee's termination Employee
will not retain copies of any documents or other property belonging
to the Company. Employee will use Employee's reasonable best
efforts to delete, permanently remove or otherwise erase those
copies of any Company-owned property that resides on Employee's
hard drives, file servers, computer backups, disaster recovery or
electronic media continuity systems.
The obligations of Employee with respect to any such Company-owned
property shall survive until the same is deleted, removed or
otherwise erased from such hard drives, file services, computer
backup, disaster recovery or electronic media continuity
systems.
10.
Works;
Developments. Subject to
Exhibit A
and Clause 7(a) above, Employee
acknowledges that the Company owns all Intellectual Property Rights
(defined below) in any material developed, sourced and
optioned/purchased by Company in connection with Employee's
employment by the Company. Employee agrees that any and all written
materials and writings ("Work")
that are optioned or greenlit for development by Company for the
Company's use during the term of Employee's employment shall be
deemed a "work made for hire" within the meaning of the United
States Copyright Act, Title 17, United States Code, which vests all
copyright interest in and to the Work in the Company. Employee
agrees to notify the Company of any Work conceived or developed by
Employee during the term of Employee's employment. In exchange for
the covenants in this Agreement and other good and valuable
consideration, Employee acknowledges and agrees that all of the
Work (and all rights therein, including, without limitation,
copyright) belongs to and shall be the sole and exclusive property
of the Company. Employee further acknowledges and agrees to the
Acknowledgement Regarding Confidential Information and Original
Work attached hereto as Exhibit
B.
11.
Arbitration.
(a) Any
dispute, controversy or claim arising out of or relating to this
Agreement, its enforcement, arbitrability or interpretation, or
because of an alleged breach, default, or misrepresentation in
connection with any of its provisions and/or arising out of or
relating in any way to Employee's employment, including application
for employment, with the Company or termination of employment,
including any alleged violation of statute, common law or public
policy shall be submitted to and decided by final and binding
arbitration. Notwithstanding anything to the contrary, nothing in
this Agreement shall be interpreted to mean that employees are
precluded from filing complaints with the federal Equal Employment
Opportunity Commission, and National Labor Relations
Board.
(b) The
arbitration shall be administered by the American Arbitration
Association and held in Los Angeles before a single arbitrator, in
strict adherence to the then-current American Arbitration
Association and the Federal Arbitration Act, as modified by the
terms and conditions contained in this Agreement.
(c) By entering into this Agreement,
Employee agrees to waive all rights to a jury trial and waives the
right to pursue any class action, collective action, or
representative claims to the maximum extent allowed by law. To the
extent a class or collective action or representative claim may not
be waived, the Employee agrees to stay any such claims until after
all claims subject to arbitration are fully
resolved.
(d) The arbitrator shall be selected
by mutual agreement of the parties or, if the parties cannot agree,
then by striking from a list of arbitrators supplied by American
Arbitration Association. The arbitrator shall issue a written
opinion stating the essential findings and conclusions on which the
arbitrator's award is based. Each Party shall pay its own expenses
of arbitration, and the expenses of the arbitrators shall be
equally shared between the Company and Employee unless the
arbitrators assess as part of their award all or any part of the
arbitration expenses of a Party (including reasonable attorneys'
fees) against the other Party.
(e) Employee
may contact the Company or its CEO if Employee has any questions
about the arbitration process. This Agreement to arbitrate is
freely negotiated between Employee and the Company and is mutually
entered into between the parties. Each Party fully understands and
agrees that they are giving up certain rights otherwise afforded to
them by civil court actions, including but not limited to the right
to a jury trial.
12.
Waiver
of Right to Jury Trial. NOTWITHSTANDING ANY OTHER
PROVISION IN THIS AGREEMENT, PARTIES SHALL, AND HEREBY DO,
IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY
DISPUTE, CONTROVERSY, CLAIM, OR CAUSE OF ACTION ARISING OUT OF OR
RELATING TO EMPLOYEE'S EMPLOYMENT WITH THE COMPANY, THE TERMINATION
OF THAT EMPLOYMENT, OR THIS AGREEMENT (EITHER ALLEGED BREACH OR
ENFORCEMENT).
13.
Governing
Law.
This Agreement shall be governed by
and construed in accordance with the laws of the State of
California without giving effect to any choice of law or conflict
of law rules or provisions (whether of the State of California or
any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of
California.
14.
Severability.
If any provision of this Agreement is declared or found to be
illegal, unenforceable, or void, in whole or in part, then both
Parties will be relieved of all obligations arising under such
provision, but only to the extent it is illegal, unenforceable, or
void. The Parties intend that this Agreement will be deemed amended
by modifying any such illegal, unenforceable, or void provision to
the extent necessary to make it legal and enforceable while
preserving its intent, or if such is not possible, by substituting
therefor another provision that is legal and enforceable and
achieves the same objectives. Notwithstanding the foregoing, if the
remainder of this Agreement will not be affected by such
declaration or finding and is capable of substantial performance,
then each provision not so affected will be enforced to the extent
permitted by law.
15.
Waiver.
No delay or omission by either Party to exercise any right or power
under this Agreement will impair such right or power or be
construed as a waiver thereof. A waiver by either Party of any of
the covenants to be performed by the other or any breach thereof
will not be construed to be a waiver of any succeeding breach
thereof or of any other covenant contained in this Agreement. All
remedies provided for in this Agreement will be cumulative and in
addition to and not in lieu of any other remedies available to
either Party at law, in equity or otherwise.
16.
Notices. Any
notices, consents, demands, requests, approvals and other
communications to be given under this Agreement by either Party to
the other shall be deemed to have been duly given if given in
writing and personally delivered or sent by mail (registered or
certified) or by a recognized "next-day delivery service" to (a) if
to the Company, the address of the Company's corporate
headquarters, and (b) if to Employee, the address identified on
Employee's payroll check or such other address as Employee may have
advised the Company in writing. Alternatively, notice may be given
electronically by email, SMS text message, or iMessage to the email
addresses and phone numbers set forth on the signature page to this
Agreement, if any.
17.
Entire
Agreement. This Agreement sets
forth the entire agreement and understanding between the Company
and Employee relating to the subject matter herein and supersedes
all prior discussions or representations between the Parties
including, but not limited to, any representations made during any
interview(s) or relocation negotiations, whether written or oral.
Any subsequent change or changes in Employee's duties, salary, or
compensation will not affect the validity or scope of this
Agreement.
18.
Amendment.
This Agreement may be amended only in a writing signed by both
Parties.
19.
Gender.
Unless the context clearly indicates otherwise, wherever the
masculine or feminine is used in this Agreement, the same is
intended, and shall be understood and interpreted to include all
individuals, of any gender, or those who do not identify with any
gender.
20.
Drafting.
It is agreed to by both Parties that there should be no effect
given to which Party or law firm drafted this
Agreement.
21.
Assignment.
This Agreement shall be binding on the Parties' respective
successors, heirs, and assigns. The Company may freely assign this
Agreement in its sole and absolute discretion. Employee may not
assign this Agreement but may at any time assign stock to any
affiliate of its choosing. Company will directly pay 5% of
Employee’s Base Salary and Common Stock to Entertainment Law
Partners, PC and offset this same amount from the compensation of
Employee.
22.
Counterparts.
This Agreement may be signed in any number of counterparts, which
shall constitute but one document. Facsimile, DocuSign, PDF, or
email copies of signatures will be deemed acceptable as original
signatures.
23.
Acknowledgment.
By signing below, the Parties certify and represent that they have
carefully read and considered the foregoing Agreement, including
the Acknowledgement Regarding Confidential Information and Original
Work attached hereto as Exhibit
B, and fully understand all
provisions of this Agreement and understand the consequences of
signing this Agreement, and have signed this Agreement voluntarily
and without coercion, undue influence, threats, or intimidations of
any kind or type whatsoever.
24.
Attorneys'
Fees and Costs. In the event of
any claim, controversy or dispute arising out of or relating to
this Agreement, or the breach hereof, the each Party shall be pay
their own attorneys' fees and costs in connection with any
arbitration or court proceeding.
(Signature
page follows.)
IN WITNESS WHEREOF, each Party has duly executed
and delivered this Employment Agreement as of the Effective Date,
which both Parties understand and agree includes
Exhibit
A.
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COMPANY:
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RIVULET FILMS, INC
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a Delaware corporation
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By: /s/ Michael
Witherill
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Name: Michael
Witherill
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Title: President
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Email: ______________
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PARENT:
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RIVULET MEDIA, INC.
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a Delaware corporation
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By: /s/ Michael
Witherill
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Name: Michael
Witherill
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Title: President
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EMPLOYEE: PARIS FILM, INC.
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/s/ Rob
Paris
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Rob Paris
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President
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Email: rob@parisfilminc.com
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Cell Phone: 310 402
6527
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INDIVIDUAL: ROB PARIS
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/s/ Rob
Paris
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Printed Name: Rob
Paris
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Email: rob@parisfilminc.com
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Cell Phone: 310 402
6527
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Signature
Page – Employment Agreement—___________________
EXHIBIT A
Compensation; Assignment of Film Project Rights by
Employee
A. Compensation to Employee:
Base
Salary. Base compensation to
Employee during the term of the Agreement to be $10,000
per month
guaranteed for the first six (6) months commencing June 1,
2020.
B. Film Projects Assigned by Employee to the Company:
For
purposes hereof, "Film
Projects" shall mean all
rights, title and interest, including without limitation all (1)
motion picture, ancillary and allied rights and (2) other
intellectual property rights associated therewith, to the following
production material sourced with respect to each of with either
Employee or his affiliate possesses or the ability to gain
possession of such rights, title or interest:
1. PLEASE
BABY PLEASE (as to which Employee has provided the Company with a
term sheet, which is in good faith negotiation); and
2. ACOLYTE
(written by Derek Kolstad) (as to which Employee reasonably
believes he can obtain such rights); and
3. All
other film, story or other production concepts which Employee
creates, develops or otherwise originates during the term of the
Agreement (which new concepts shall be added to this Exhibit A from
time to time) and not passed on by Company.
B. Employee shall be attached as producer, subject to a separate
producer agreement, negotiated in good faith per standard industry
custom and Employee’s precedent and stature in the
entertainment business, to all projects sourced by Employee during
the term of Employee’s employment. This clause
C. shall survive any
termination of this Agreement. For the sake of clarity, regardless
of Employee’s employment status, Employee shall remain a
producer, on a pay or play basis, to each project under this
Agreement.
Exhibit B
Acknowledgement Regarding Confidential Information and Works
Subject to the
Agreement. In the event of a conflict between this acknowledgement
and the
Agreement,
the Agreement shall control.
1. Confidential
Information.
A. Company
Information. I agree at all
times during the term of my employment and thereafter, to hold in
strictest confidence, and not to use, except for the benefit of the
Company to fulfill my employment obligations, or to disclose to any
person, firm or corporation without written authorization of the
President, any Confidential Information of the Company. I
understand that "Confidential
Information" means any
non-public information that relates to the actual or anticipated
business or research and development of the Company, technical
data, trade secrets or know-how, including, but not limited to,
research, product plans or other information regarding the
Company's products or services and markets therefor, customer lists
and customers (including, but not limited to, customers of the
Company on whom I called or with whom I became acquainted during
the term of my employment), developments, inventions, processes,
formulas, technology, designs, drawings, engineering, marketing,
finances, ideas, artwork, plans, documents, concepts, inventions,
trademark and copyright applications, improvements, specifications,
drawings, cost data, process flow diagrams, customer and supplier
lists, bills, other business information and/or any other written
material referring to same. I further understand that Confidential
Information does not include any of the foregoing items which have
become publicly known and made generally available through no
wrongful act of mine or of others who were under confidentiality
obligations as to the item or items involved or improvements or new
versions thereof.
B. Former Employer
Information. I agree that I
will not, during my employment with the Company, improperly use or
disclose any proprietary information or trade secrets of any former
or concurrent employer or other person or entity and that I will
not bring onto the premises of the Company any unpublished document
or proprietary information belonging to any such employer, person
or entity unless consented to in writing by such employer, person
or entity.
C. Third Party
Information. I recognize that
the Company has received and in the future will receive from third
parties their confidential or proprietary information subject to a
duty on the Company's part to maintain the confidentiality of such
information and to use it only for certain limited purposes. I
agree to hold all such confidential or proprietary information in
the strictest confidence and not to disclose it to any person, firm
or corporation or to use it except as necessary in carrying out my
work for the Company consistent with the Company's agreement with
such third party.
2. Works.
A. Prior Works. Subject to clause 7(a), ff in the course of my
employment with the Company, I incorporate into a Company product,
process or service a prior work owned by me or in which I have an
interest, I hereby grant to the Company a nonexclusive,
royalty-free, fully paid-up,
irrevocable, perpetual, worldwide license to make, have made,
modify, use and sell such prior work as part of or in connection
with such product, process or service, and to practice any method
related thereto.
B. Assignment of
Works. Subject to the Clause
7(a) of the Agreement and strictly limited to those project
contemplated under Employee’s tenure of employment, I agree
that I will promptly make full written disclosure to the Company,
will hold in trust for the sole right and benefit of the Company,
and hereby assign to the Company, or its designee, all my right,
title, and interest in and to any and all inventions, original
works of authorship, developments, ideas, concepts, improvements,
designs, discoveries, ideas, trademarks or trade secrets, whether
or not patentable or registrable under copyright or similar laws,
which I may solely or jointly conceive or develop or reduce to
practice, or cause to be conceived or developed or reduced to
practice, during the period of time I am in the employ of the
Company (collectively referred to as "Works"). I further acknowledge that all original works
of authorship which are made by me (solely or jointly with others)
within the scope of and during the period of my employment with the
Company and which are protectable by copyright are "works made for
hire," as that term is defined in the United States Copyright Act.
I understand and agree that the decision whether or not to
commercialize or market any invention developed by me solely or
jointly with others is within the Company's sole discretion and for
the Company's sole benefit and that no royalty will be due to me as
a result of the Company's efforts to commercialize or market any
such invention. Notwithstanding this Section
2(b), if the company determines
that is will neither option of “greenlight” the Works
then this assignment shall be revoked and Employee will retain all
Works.
C. Works Assigned to the United
States. Subject to the Clause
7(a) of the Agreement and strictly limited to those projects
contemplated under Employee’s tenure of employment, I agree
to assign to the United States government all my right, title, and
interest in and to any and all Works whenever such full title is
required to be in the United States by a contract between the
Company and the United States or any of its
agencies.
D. Maintenance of
Records. I agree to keep and
maintain adequate and current written records of all Works made by
me (solely or jointly with others) during the term of my employment
with the Company. The records will be in the form of notes,
sketches, drawings, and any other format that may be specified by
the Company. The records will be available to and remain the sole
property of the Company at all times.
E. Patent and Copyright
Registrations. Subject to the
Clause 7(a) of the Agreement and strictly limited to those project
contemplated under Employee’s tenure of employment, I agree
to assist the Company, or its designee, at the Company's expense,
in every proper way to secure the Company's rights in the Works and
any copyrights, patents, mask work rights or other intellectual
property rights relating thereto in any and all countries,
including the disclosure to the Company of all pertinent
information and data with respect thereto, the execution of all
applications, specifications, oaths, assignments and all other
instruments which the Company shall deem necessary in order to
apply for and obtain such rights and in order to assign and convey
to the Company, its successors, assigns, and nominees the sole and
exclusive rights, title and interest in and to such Works, and any
copyrights, patents, mask work rights or other intellectual
property rights relating thereto. I further agree that my
obligation to execute or cause to be executed,
when it is in my power to do so, any such instrument or papers
shall continue after the termination of this Agreement. If the
Company is unable because of my mental or physical incapacity or
for any other reason to secure my signature to apply for or to
pursue any application for any United States or foreign patents or
copyright registrations covering Works or original works of
authorship assigned to the Company as above, then I hereby
irrevocably designate and appoint the Company and its duly
authorized officers and agents as my agent and attorney in fact, to
act for and in my behalf and stead to execute and file any such
applications and to do all other lawfully permitted acts to further
the prosecution and issuance of letters patent or copyright
registrations thereon with the same legal force and effect as if
executed by me.
Exhibit C
Attached under Separate Cover