LockerRoom Athletics Student Registration Packet & Independent Contractor Agreement

The information and agreement contained in this Registration Packet are the confidential property of LockerRoom Athletics Ltd. Co. (“LockerRoom”) and is intended only for the person or entity to which it is intend for. This packet contains proprietary, copyrighted, business-confidential and/or privileged material. If you are not the intended recipient of this packet, be aware that any use, review, retransmission, distribution, reproduction or any action taken in reliance upon this packet is strictly prohibited. If you received this in error, please contact the sender and delete the material from all computers.

LockerRoom is one of the most exciting and dynamic companies in this new industry that’s focused on building an “NIL platform for ALL!” With your addition to our rapidly growing family, we’re on the way to creating a uniquely egalitarian NIL program where no one is left behind and WHERE THE TEAM COMES FIRST.

Again, we are very excited for you to join us and look forward to a magnificent relationship together. Take advantage of this amazing opportunity, we are here to help you succeed and are committed to providing you with what’s necessary to succeed and build a profitable NIL. If you have any questions, please feel free to email us and we will be in touch.

The LockerRoom Team

LockerRoom Student Athlete Registration Packet & Independent Contractor Agreement

This Agency and Independent Contractor Agreement (this “Agreement”) is made effective as of {submission.created_at} (the “Effective Date”) by and between {inputs.names} (the “Student-Athlete”) and LockerRoom Athletics Ltd. Co., a Texas limited liability company (the “Company”). Student-Athlete and Company may be collectively referred to herein as the “Parties” and each individually as a “Party.”

WHEREAS, LockerRoom is a Company duly organized, validly existing, and in good standing under the laws of the State of Texas. The Company has its principal office and place of business at 2828 East Trinity Mills #350, Carrollton, Texas 75006;

WHEREAS, Student-Athlete is currently enrolled at {inputs.dropdown_2}, a postsecondary educational institution (“Institution”), and is a member of the {inputs.dropdown} athletic program (“Team”) at the Institution, and is a member of the National Collegiate Athletic Association (“NCAA”);

WHEREAS, Student-Athlete is hereby engaged as an Independent Contractor for the Company;

WHEREAS, the Company is a Marketing Agency that sells advertising Services and has engaged small, medium, and large businesses and corporations (“Merchants”) to market and promote their businesses, brands, products, and services (“Services”);

WHEREAS, Company desires to secure the right to use the name, image, and likeness (“NIL”) of Student-Athlete to market the Merchants Services in exchange for compensation, either monetary or in-kind products or Services, to Student-Athlete (the “Compensation”);

WHEREAS, Student-Athlete desires to engage the Company as an Agency (“Agency”) so he or she can use their social media, name recognition, image, likeness, and various marketing, promotion, and advertising methods and activities to market the Merchants’ Services in exchange for Compensation;

WHEREAS, Company and the Student-Athlete enter into this Agreement and will abide by the terms and conditions stated hereunder for the engagement of the Student-Athlete and the performance of Services as specified herein;

WHEREAS, Company and the Student-Athlete desire to establish the terms and conditions under which the Student-Athlete will provide Services for the Merchants through the Company and the Company will provide Compensation for the Student-Athlete’s Services. In consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties hereto, the Parties agree as follows;


Company is engaged by Merchants to market their Services utilizing Student-Athlete’s NIL in a compliant, legal, safe, and efficient manner through the Company’s software application called LockerRoom, or through other methods mutually agreed upon by Company and Student-Athlete at a later date. Merchants will compensate the Company to facilitate, manage, and execute the Services completed by Student-Athlete in exchange for promoting the Merchants’ Services. The Company will compensate Student-Athlete, less the Company’s fees, once Student-Athlete has completed the Services required by the Merchant.


This Agreement will automatically be terminated and voided if the team or athletic department of the Student-Athlete’s Institution, or the NCAA, determines that the Agreement, Merchant, or Services conflict with the rules, regulations, guidelines, and policies of the Institution’s teams or athletic department, the NCAA, or state or federal law.

  1. Student-Athlete NIL Prohibition and Limitations Student-Athlete will use his or her best efforts to maintain the following NIL rules, regulations, standards, prohibitions, limitations, and restrictions on Compensation to Student-Athletes for NIL Services. Violation of any of the following provisions can and will result in the automatic termination of this Agreement:
    1. Compensation for Student-Athlete’s NIL may not be conditioned on athletic performance or receipt of an athletic scholarship from the Student-Athlete’s Institution;
    2. Neither the Student-Athlete’s Institution nor the Team nor any employee of the Institution or the Team may compensate or cause Compensation to be directed to Student-Athlete or the family of Student-Athlete for use of the Student-Athlete’s NIL. Compensation for the use of StudentAthlete’s NIL may be provided only by a third party not owned or operating under the authority of the Institution or Team;
    3. Company and Student-Athlete will not perform or promote Services that ridicule, exploit, or demean persons on the basis of their age, color, creed, physical or mental disability, national origin, citizenship, veteran status, marital status, race, religion, sex, or gender;
    4. Student-Athletes may not sell or trade any equipment, apparel, or awards provided to them by Team or Institution as part of any of the Student-Athlete’s activities for Merchant(s);
    5. A contract for the use of Student-Athlete’s NIL that is formed while the Student-Athlete is participating in an intercollegiate sport for a Team or Institution may not extend beyond the LockerRoom Student Athlete Registration Packet & Independent Contractor Agreement CONFIDENTIAL Student-Athlete’s participation in the sport of that Team or Institution. If a Student-Athlete transfers to another team or post-secondary educational institution, he or she must enter into a new Agency and Independent Contractor Agreement;
    6. Student-Athlete MAY NOT enter into ANY agreement with, or otherwise receive Compensation from, any of the following categories of products, brands, or companies:
      1. Any type of gambling, sports wagering, online gambling, casino, or entities that sponsor or promote gambling activities;
      2. A tobacco company or brand, including any tobacco product, alternative nicotine product, electronic nicotine delivery system, or any electronic nicotine delivery system retailer, or any specialty retailer of electronic nicotine delivery systems or tobacco specialty store;
      3. Any illegal activities; iv. Any pornographic or pornographic-related activities; v. Any alcoholic beverage company or brand;
      4. Any seller or dispensary of a controlled substance, including, but not limited to, marijuana, and any marijuana-related products;
      5. Any adult entertainment business;
      6. Any entity or individual that, in Team or Institution’s reasonable and good faith judgment, negatively impacts or reflects adversely on Team, Institution, or its athletics department, including, but not limited to, bringing about public disrepute, contempt, embarrassment, scandal, ridicule, or otherwise negatively impacting the reputation or the moral or ethical standards of Team, Institution, or its athletics department.
    7. In its sole discretion, Team or Institution may prohibit Student-Athlete from wearing any item of clothing, shoes, or other gear with the insignia of any entity while wearing athletic gear or uniforms licensed by a Team or Institution or otherwise competing in any athletic competition, official Team activity, or Team or Institution-sponsored event;
    8. Compensation opportunities for Student-Athlete’s NIL should not conflict with academic activities, athletic competition, official team activities, or a Team or Institution-sponsored event;
    9. To avoid potential immigration issues, international Student-Athletes will not be allowed to enter into an Agreement with the Company without approval from their Team and Institution;
    10. Student-Athlete may not receive or enter into a contract for Compensation for use of their NIL in a way that also uses any registered or licensed Team and Institution marks, logos, verbiage, or designs (including all aspects of the Team uniform), unless Team or Institution has provided the Student-Athlete with written permission to do so prior to the execution of the specific Merchant contract or performance by the Student-Athlete of the services to be performed. If permission is granted, Team or Institution may be compensated for the use in a manner consistent with market rates, prior practice, or policies in place at the time of performance.
    11. The use of Team or Institution campus facilities and grounds, including athletics department facilities, is subject to Team or Institution policies and procedures, including the Team’s or Institution’s facility and grounds use policy, if applicable.
    12. Student-Athletes receiving personal compensation for their NIL may affect the application of school financial aid and scholarship award, rules, and policies (e.g., calculation of need). StudentAthletes are responsible for checking with their Institution’s Financial Aid regarding the treatment of NIL Compensation to their Financial Aid and Scholarship. Student-Athlete compensation, including NIL compensation, may prevent qualification for need based school, state, or federal financial aid or the Pell Grant.
  2. Teams and Institution NIL Restrictions and Limitations

While teams and institutions will expend their best efforts to maintain the following NIL standards, prohibition, limitations, and restrictions on NIL compensation to Student-Athletes by teams and institutions, the burden is on the Student-Athlete to ensure compliance. For the Student-Athlete’s knowledge and information, institutions and teams cannot do the following, a violation of which on the part of the Student-Athlete can and will result in the automatic termination of this Agreement:

    1. Compensate a student-athlete for use of their NIL;.
    2. Compensate a student-athlete in exchange for their athletic performance except as may be permitted by the NCAA;
    3. Compensate a student-athlete or potential student-athlete for their accepting admission to or enrolling at the institution or represent that the Company offers NIL Compensation as an inducement to accept admission to or enrolling with the Institution and Team;
    4. Prohibit, prevent, or restrict a student-athlete from exercising the Student-Athlete’s rights;
    5. Penalize or retaliate against student-athlete for exercising the student-athlete’s rights; LockerRoom Student Athlete Registration Packet & Independent Contractor Agreement CONFIDENTIAL.
    6. Prohibit the student-athlete from participating in an intercollegiate sport for exercising their student-athlete’s rights;
    7. Impose an eligibility requirement on a scholarship or grant that requires a student-athlete to refrain from exercising the student-athlete’s rights;
    8. Prohibit a student-athlete from receiving food, drink, lodging or medical expenses or insurance coverage from a third party as compensation for use of the student-athlete’s NIL;
    9. Function as a – student-athlete agency for a student-athlete to solicit or procure Services for student-athletes.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Student-Athlete agree as follows.


  1. Appointment of Company. Student-Athlete appoints Company on a non-exclusive basis as Marketing Agency and Representative to secure NIL Compensation from Merchants to provide promotional activities (“Activities”) for Merchants’ Services. Company is representing StudentAthlete on a non-exclusive, non-employee, and Independent Contractor basis to secure Compensation for the Student-Athlete’s Activities to target audience of Company’s Merchants.
  2. Obligations of Company. Company agrees to perform the following duties and obligations:
    1. The Company will arrange Activities with Merchants for which Student-Athlete will be compensated, including but not limited to:
      1. Social media posts
        1. Direct sales of products posts;
        2. Brand awareness media posts;
        3. Influencer posts;
        4. Lead generation posts;
        5. Coupon Services posts;
        6. Commission generating posts.
      2. YouTube content services;
      3. Television, print, and radio commercials or advertisements;
      4. Traditional or digital billboard advertisements;
      5. Autograph goods and sessions;
      6. Private lessons and camps or clinics; and
      7. Personal appearances.
    2. Respect for Student-Athlete’s Training and Education. In performing its duties and activities under this Agreement, Company shall be respectful of, and shall use reasonable efforts to avoid interfering with, Student-Athlete’s training, educational, and competition schedules.
    3. Use of Image. In no event will Company use or authorize the use of Student-Athlete’s NIL, voice, or biographical information for the purpose of trade, including any use in a manner that would imply Student-Athlete’s Activities with any company, product, or service, without Student-Athlete’s express written permission and Compensation, or as part of this Agreement.
    4. Corporate Sponsor Networking Events. Company shall use commercially-reasonable efforts to develop corporate Merchant networking events, and Student-Athlete may participate in such corporate networking events for the purpose of meeting potential Merchants.
    5. Agents. Company shall not prevent Student-Athlete from hiring or retaining an agent.
  3. Obligations of Student-Athlete. The Student-Athlete will perform the following Activities in accordance with the procedures described by the Company, in a timely and professional manner, consistent with industry standards, at a location, place, and time that the Student-Athlete deems appropriate, and all in accordance with the Company and this Agreement. The manner and means that Student-Athlete chooses to perform the Activities are in the Student-Athlete’s sole discretion and control. In rendering the Services, the Student-Athlete agrees to provide his or her own vehicle, equipment, tools, and other materials at his or her own expense.
    1. Student-Athlete agrees to the following:
      1. Student-Athlete may not be compensated under a Services Contract for recruiting purposes or as an enrollment inducement.
      2. Student-Athlete may not be compensated for athletic performance except as permitted by the NCAA.
      3. Pay-to-Play Prohibition. Student-Athlete will not accept compensation that is conditioned or contingent on enrolling at, or continuing enrollment at any specific collegiate institution, or on any specific athletic performance or achievement.
      4. Quid Pro Quo. Student-Athlete will only be compensated for his or her performance after the performance has been completed and is at a rate reflecting fair market value. Company will not compensate Student-Athlete for “No-Show Job” and other “Inflated Payments” from Merchants.
      5. Services and Promotion of Company. Student-Athlete shall promote Company collaboratively and in good faith on their personal web site and on social media sites (including without limitation Facebook, Twitter, Snapchat, Instagram, and other social media platform that may develop). With respect to Facebook, Twitter, Instagram, and other social media applications that exist or may come into existence, Student-Athlete agrees to list Company as a friend and to include the Company logo prominently and periodically in appropriate places as each respective social media platform allows, as requested by the Company.
      6. Team or Institution Membership and Eligibility. Student-Athlete is and shall remain a member in good standing with his or her Team and Institution throughout the term of this Agreement. Student-Athlete shall remain eligible to compete in competition for his or her team. Company will not Compensate Student-Athlete if he or she is not an active member of the Team and enrolled in his or her respective Institution.
      7. The Student Athlete shall conduct himself or herself with due regard to the public conventions and morals. The Student Athlete shall not, either while rendering such services to the Company, the Institution, the Team, or the Merchant, or Sponsor or in their private life, commit any act that will tend to degrade them in society or bring them into public hatred, public disrepute, contempt, scorn, or ridicule, or that will tend to shock, insult or offend the community or public morals or decency, or prejudice the Company, the Institution, the Team, the Merchant, or the NCAA in general.
      8. Administrative and Reporting Requirements. Student-Athlete is required to disclose contact information for all parties involved in the use of their NIL and voice, as well as any involved professional service providers. Student-Athlete must disclose publicity rights agreements as required by their Team and Institution prior to execution of such agreement(s) and before Compensation is paid. If the agreement is amended, the Student-Athlete must provide notice as required by their Team and Institution prior to the effective date of the change. Student-Athlete shall comply with all applicable reporting, documentation, and deadlines established by the Company, Team, Institution, or NCAA.
      9. NIL Code of Conduct. Student-Athlete shall abide by applicable codes of conduct issued by the Company, Team, Institution, NCAA, or local and/or federal regulatory agencies.
      10. Student-Athlete may not create content for any Merchant while the StudentAthlete is engaged in any official Team or Institution activity.
      11. Student-Athlete may not enter a Services and Activities Contract for Services activity or content that states or implies that his or her Team or Institution endorses a Merchant’s Services.
      12. Student-Athletes may not miss required academic appointments, required obligations, or “countable athletically related activities,” as defined under NCAA rules, to engage in any Activities for Merchants.
      13. Student-Athletes may not autograph and sell items issued or owned by his or her Team or Institution.
      14. Student-Athlete may not use his or her Institution’s intellectual property or original content for Activities, as such use is prohibited unless the StudentAthlete’s Team or Institution provides the Student-Athlete or the third-party permission to use such intellectual property or original content.
      15. Student-Athletes may not sell apparel, equipment, and/or memorabilia issued or owned by Team or Institution without express written permission from the Team and/or Institution.
      16. Student-Athletes may not utilize Team or Institution facilities for Activities without authorization pursuant to Team or Institution policies.
      17. Student-Athletes may not utilize Team or Institution marks in Activities, as such use is prohibited, unless Team or Institution provides the Student-Athlete or the third party with an appropriate license or written permission to use the marks prior to their use in the Student-Athlete’s Activities.
      18. Student-Athlete may not perform Activities that conflict with federal, state, or local law, or activities that violate his or her Institution’s Student Code of Conduct.
    2. Use of Name, Image, and Likeness. Student-Athlete agrees to be filmed, videotaped, and photographed, and to have his or her name, image, picture, likeness, voice, and biographical information otherwise recorded, in any media, by the Company’s official photographer(s), film crew(s) and video crew(s), and by any other entity authorized by the Company, under the conditions specified by the Company. Student-Athlete grants to Company the irrevocable, perpetual, fully paid-up, worldwide right and license to use, and to authorize third parties to use, in all media, for: (1) news and information purposes, (2) Services of the specific Merchant(s) from which Student-Athlete is compensated, and (3) Services of Company and their Merchants.
      1. Participation in Media Sessions. Student-Athlete agrees to participate in media sessions, including photo shoots, as reasonably requested by Company, to promote the Company and Merchant for which Student-Athlete is providing Activities, as long as it is compliant with the agreed-upon Activities and Compensation.
      2. Autographed Items. Student-Athlete shall autograph at least fifty (50) items, provided by Company at its expense, which Company may use to promote the Company, Merchants, and its business purposes. Student-Athlete will receive Compensation for the sale of these items. These items may be provided by Merchants and would thus have Merchant’s manufacturing marks on them.
    3. NCAA Eligibility. If Student-Athlete must remain eligible under National Collegiate Athletic Association (NCAA) rules, it is the Student-Athlete’s responsibility to know the NIL rules and take the necessary steps to remain eligible, including rules regarding compensation, services, and agency responsibilities.
    4. Company Marks and Logos. Student-Athlete may not commercially use or authorize the commercial use of the Company’s intellectual property, including use of photographs, films or videos of Student-Athlete, or the marks and logos of the Company, or terms containing “LockerRoom” without the express written permission of Company.
    5. Company Apparel. Student-Athlete will wear designated Company apparel at requested functions and events, and will not conceal or cover-up any Merchant, supplier, or licensee brand or other identification appearing on Company apparel, unless directed to do so by an official of the Company, Team or Institution, or the NCAA.
    6. Disclosure of Program Information. Any information, intelligence, or materials obtained or provided to the Student-Athlete, whether orally or in writing, during the term of this Agreement remains the sole property of the Company and may not be provided to any other party without the express written permission of the Company.
  4. Supervision of the Services. The Company shall be entitled to exercise approval power of the results of work performed by the Student-Athlete to ensure satisfactory performance and compliance with NIL rules and regulations, as well as Merchant expectations.
  5. State and Federal Taxes.
    1. Company will not:
      1. withhold FICA (Social Security and Medicare taxes) from ’Student-Athlete’s payments or make FICA payments on ’Student-Athlete’s behalf;
      2. make state or federal unemployment compensation contributions on ’StudentAthlete’s behalf; or
      3. withhold state or federal income tax from ’Student-Athlete’s payments.
    2. Student-Athlete, as an independent contractor, shall pay all taxes incurred while performing Activities under this Agreement—including all applicable income taxes and, if Student-Athlete is not a corporation, self-employment (Social Security) taxes.
  6. Indemnification. Student-Athlete shall indemnify and hold Company harmless from any and all loss by the Student-Athlete or liability arising from performing Activities under this Agreement, including, but not limited to;
    1. Loss of NCAA eligibility to compete as a student-athlete;
    2. Loss of scholarship or financial aid from Team and/or Institution as a student-athlete;
    3. Loss of membership on a Team or enrollment in an Institution; d. Loss of amateur status; e. Loss of opportunity or sponsorship/s for other NIL compensation;
    4. Any loss that resulted arising from the performance of Activities by Student-Athlete under this Agreement.
  7. Fees and Compensation.
    1. The Company shall pay to Student-Athlete fees as described below and in the most current Company Compensation Program and/or as indicated in individualized compensation plans, which may be amended from time to time by Company:
      1. Company Fee for Advertising. Company will charge a fee equal to 20% of the amount in monies or in-kind Services paid to Company by Merchant for Activities to be completed by Student-Athlete;
      2. Company Fee for Merchandise. If Company engages in the production, sales, and/or distribution of any merchandise under this Agreement, Company will charge a fee equal to 50% of the amount of monies paid to Company by Merchants for Activities to be completed by Student-Athlete to cover the cost of production of merchandise, handling, and shipping to Merchants.
    2. Compensation of Monies to Student-Athlete. The Company will pay Student-Athlete after the Student-Athlete has completed the NIL Activities required by Company and the respective Merchant(s), according to the following formats and schedules:
      1. Individual Student-Athlete Compensation. Student-Athlete will be compensated 80% of Merchant’s total payment to Company for Student-Athlete’s Activities for Advertising, and 50% of payment for merchandise and NFT (Non-Fungible Token) Minting, Sales, and Distribution.
      2. Team Sport Compensation. For Activities performed by a group of student athletes, including Student-Athlete, Company will compensate the entire group of student-athletes 80% of Merchant’s total payment to Company for the student athletes’ Activities, and 50% of payment for merchandise.
    3. Other Forms of Payment. Student-Athlete can also receive “in-kind” payments that can be in the form of product, service, food, drink, lodging, tickets, vehicle use, payment of medical expenses, insurance coverage, and other in-kind product or service with value.
    4. Payment of Monies to Student-Athlete. Student-Athlete payments will be remitted via company check or electronic deposit.
    5. Compliance and Reporting. Student-Athlete is responsible to follow and perform the necessary compliance with rules, regulatory documentation, and submission to maintain their NCAA eligibility. Company will provide Student-Athlete, Team, Institution, and NCAA with required information for reporting Compensation, Activities rendered, payment amount, date of payment, tax information, Merchant, and other information and documentation as needed.
    6. Taxes. Student-Athlete is a 1099 Independent Contractor and shall be solely responsible for any and all taxes and withholdings that may be due on Compensation paid under this agreement. Company shall have no responsibility for any taxes or withholdings on amounts paid to Student-Athlete.
    7. Unemployment Compensation. Company shall make no state or federal unemployment compensation payments on behalf of Student-Athlete. Student-Athlete will not be entitled to these benefits in connection with work performed under this Agreement.
    8. Insurance. Company shall not provide insurance coverage of any kind for StudentAthlete. Student-Athlete shall obtain insurance coverage as needed and required to perform Activities, and maintain it during the entire term of this Agreement.
  8. Term and Termination
    1. Term of Agreement: This Agreement shall commence on the Effective Date hereof and shall continue for a one-year period (the “Term”), “”unless sooner terminated in accordance with the provisions of this Agreement and the Company’s policies and procedures. The Term will automatically renew at the anniversary of the Effective Date until terminated by either Party in writing.
    2. Automatic Termination of Agreement or Suspension of Agreement. Upon termination of the Agreement, Student-Athlete will receive outstanding Compensation due to them for completed Activities, after which all obligations of Company to Student-Athlete and of Student-Athlete to Company will terminate. This Agreement shall terminate automatically upon the occurrence of any of the following:
      1. Student Athlete willfully breaches or habitually neglects the duties and responsibilities which they are required to perform under the terms of this Agreement, and fails to remedy such breach(es) after written notice from the Company and a 7-day opportunity to cure;
      2. Student Athlete commits acts of dishonesty, fraud, misrepresentation, gross negligence, or willful misconduct, which results in material harm to the Company or its business;
      3. Student Athlete violates any law, rule, or regulation that may have a material adverse effect upon the Company’s business, operations or condition (financial or otherwise).
      4. Graduation. This Agreement will automatically terminate upon the completion of Student-Athlete’s scholarship and/or completion of his or her athletic career with his or her Team and Institution.
      5. NCAA Transfer Portal. This Agreement will be suspended when Student-Athlete enters the NCAA Transfer Portal and is not a member of a Team or enrolled in an Institution. If Student-Athlete returns to his or her original Team or Institution, the suspension will end and this Agreement will be in full force. If StudentAthlete transfers to another postsecondary educational institution, this Agreement terminates upon completion of the transfer.
      6. Not Enrolled and Not on a Team. This Agreement will automatically terminate if a Student-Athlete is not on a Team and not enrolled with an Institution.
    3. Termination by Company. The Company may, without prejudice to any right or remedy it may have due to any failure of the Student-Athlete to perform his or her obligations under this Agreement, terminate the Agreement period at any time. In the event of such termination, the Student-Athlete shall be entitled to payment hereunder prior to the effective date of termination. Such payments shall constitute full settlement of any and all claims of the Student-Athlete of every description against the Company. Notwithstanding the foregoing, the Company may terminate the Agreement Period effective immediately upon receipt of written notice, if the Student-Athlete breaches or threatens to breach any provision of this Agreement. If, due to a breach of this Agreement by Student-Athlete, Company shall notify Student-Athlete via electronic correspondence immediately of such termination.
    4. Termination by Student-Athlete. If Student-Athlete terminates this Agreement prior to the end of the Term, they shall notify Company via electronic correspondence at least 48 hours prior to termination of this Agreement.
  9. Dispute Resolution. The Parties agree that any dispute under this Agreement shall first be addressed by good-faith negotiation of the Parties.
  10. Arbitration. In the event that the Parties cannot resolve a dispute under Section 9 above, either Party may bring any controversy or claim arising out of or relating to this contract, or breach thereof, for final settlement by arbitration administered by the American Arbitration Association under their Commercial Rules.
  11. Miscellaneous.
    1. Nature of the Parties’ Relationship. The Student-Athlete shall perform all Activities under this agreement as an independent contractor and not as an employee or agent of the Company. Nothing in this Agreement shall be construed as establishing an employment relationship between the Company and the Student-Athlete. The Student-Athlete is not authorized to assume or create any obligation or LockerRoom Student Athlete Registration Packet & Independent Contractor Agreement CONFIDENTIAL responsibility, express or implied, on behalf of, or in the name of, the Company or to bind the Company in any manner. The Student-Athlete shall not be entitled to any benefits, coverages or privileges, including, without limitation, social security, unemployment, medical or pension payments, made available to employees of the Company.
    2. Confidentiality. The Parties agree not to reveal or disclose to any person the Company’s confidential information which shall include, but not be limited to, all information relating to technology, reports, inventions, discoveries, improvements, developments, devices, tools, software, video, audio, multimedia productions, marketing programs, marketing concepts, marketing plans, marketing proposals, procedures, financial information, formula, processes, plans, samples, models, drawings, compilations, methods, designs, programs, techniques and specifications, oral or in writing or in some other form, which is under the control of Company.
    3. Intellectual Property and Ownership. Nothing contained herein will be construed as an assignment or grant to Student-Athlete of any right, title or interest in or to Company’s trademarks, or in or to any copyright or other right in and to Company’s materials. Likewise, nothing contained herein will be construed as an assignment or grant to Company of any right, title or interest in or to Student-Athlete’s image and personality rights.
    4. Notices. Any notice required or permitted to be delivered under this Agreement shall be in writing, sent via electronic mail and addressed to the recipient. Any Notice shall be deemed delivered as of the date and time stamp of the email from the sender of the Notice. Notices under this Agreement shall be sent to:

If to Company:
LockerRoom Athletics Ltd. Co.
Attn: EJ Bowen

If to Student-Athlete:

    1. Force Majeure. If for any reason outside a Party’s reasonable control, including without limitation strikes, boycotts, war, acts of God, labor troubles, riots, acts of terrorism, delays of commercial carriers, restraints of public authority, or for any other reason, similar or dissimilar, beyond either Party’s control, a Party is unable to perform its duties and obligations hereunder, such failure to perform will not be considered a default under this Agreement, and such Party will not be liable for the failure to deliver the corresponding benefits and privileges.
    2. Injunctive Relief. The Student-Athlete acknowledges that any breach of the provisions of this agreement shall result in serious and irreparable injury to the Company, for which the Company cannot be adequately compensated by monetary damages alone. The StudentAthlete agrees, therefore, that, in addition to any other remedy it may have, the Company shall be entitled to enforce the specific performance of this Agreement by the StudentAthlete and to seek both temporary and permanent injunctive relief (to the extent permitted by law) without the necessity of proving actual damages.
    3. Entire Agreement. This Agreement, together with any attachments hereto, contains the entire agreement and understanding of the Parties and supersedes all prior agreements and understandings, whether verbal or written, with respect to the subject matter hereof and any such other agreements or understandings are hereby revoked.
    4. Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual right by custom, estoppel, or otherwise.
    5. Severability. If any provision of this Agreement is determined to be invalid by a court of competent jurisdiction, that determination will in no way affect the validity or enforceability of any other provision herein.
    6. Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, both Parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Student-Athlete are personal and shall not be assigned by the Student-Athlete.
    7. Interpretation. If any restriction in this Agreement is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.
    8. Indemnification. Each Party shall fully defend, indemnify, and hold harmless the other Party from any and all claims, lawsuits, demands, causes of action, liability, loss, damage and/or injury, of any kind whatsoever ( including without limitation all claims for monetary loss, property damage, equitable relief, personal injury and/or wrongful death), whether brought by an individual or other entity, or imposed by a court of law or by LockerRoom Student Athlete Registration Packet & Independent Contractor Agreement CONFIDENTIAL administrative action of any federal, state, or local governmental body or agency, arising out of, in any way whatsoever, any acts, omissions, negligence, or willful misconduct on the part of the other Party, its officers, owners, personnel, employees, agents, contractors, invitees, or volunteers . This indemnification applies to and includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, attorneys’ fees, and related costs or expenses, and any reimbursements for all legal fees, expenses, and costs.
    9. Omissions. No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.
    10. Captions and Headings. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement. In the event that any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.
    11. Governing Law. The terms of this Agreement and any dispute between the Parties shall be governed by and interpreted in accordance with the laws of the State of Texas.
    12. Exclusive Venue and Jurisdiction. Any lawsuit or legal proceeding arising out of or relating to this Agreement in any way whatsoever shall be exclusively brought and litigated in the federal and state courts of Tarrant County, Texas. Each Party expressly consents and submits to this exclusive jurisdiction and exclusive venue. Each Party expressly waives the right to challenge this jurisdiction and/or venue as improper or inconvenient. Each Party consents to the dismissal of any lawsuit that they bring in any other jurisdiction or venue.

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date shown above.

Student-Athlete Affirmation and Acknowledgement of NIL Rules and Independent Contractor (Signature Below): Student-Athlete agrees to only participate in NIL activity where compensation will be related to actual use of Student-Athlete name, image and likeness and will not be contingent on enrollment at a particular institution or a substitute for pay for athletics performance.

Student-Athlete agrees to only participate in NIL activity that will be consistent with federal, state, and local laws and institutional policy at his or her respective institution. Student-Athlete understands that he or she is responsible for determining whether the NIL activity he or she will be conducting is consistent with federal, state, and local laws, if applicable, and that the Company will not interpret federal, state, and local laws and/or institutional policy.

To the extent required by federal, state, and local laws and/or institutional policy, StudentAthlete will provide his or her Team and Institution complete and accurate information regarding any and all activities involving use of NIL, including compensation arrangements and information about individuals and entities involved in the activity.

Student-Athlete acknowledges that his or her Institution, or a designee of his or her Institution, may review the accuracy of the information he or she submits as part of his or her participation with the Company, and Student-Athlete consents to any investigation, review, or audit. StudentAthlete acknowledges that inaccurate or incomplete disclosure, or failure to cooperate could support a reasonable conclusion that compensation Student-Athlete received constituted an inducement to attend or remain enrolled at a specific school, a substitute for pay for athletics performance or participation, or an otherwise illegitimate source of compensation for use of his or her NIL.

To the best of Student-Athlete’s knowledge, neither his or her current Team or Institution, nor any entity whose purpose includes supporting or befitting his or her Team or its athletics program arranged or facilitated the agreement disclosure, nor provided payment or any other form of compensation for this Agreement.

Student-Athlete will not receive compensation to attend (initial and continued enrollment), participate, or perform at (or for) his or her Team or Institution.

Student-Athlete will not miss class, required academic appointments, or required athletic activities to participate in the Activities under this Agreement.

Student-Athlete is responsible for adhering to ’the NIL laws of the state in which his or her Institution is located and his or her Institution’s NIL policies, rules, and regulations.

Student-Athlete acknowledges that LockerRoom, and all of its affiliates, are not responsible for Student-Athlete’s NCAA eligibility, or loss thereof, resulting from a violation of the Team, Institution, NCAA, local, or federal NIL rules, regulations, and laws. The Student-Athlete is solely responsible for determining the eligibility and requirements for his or her scholarship and ability to participate in collegiate sports as dictated by NCAA rules and regulations as it relates to NIL.

This Agreement will automatically be terminated and voided if any Team, Institution, Athletic Department, or the NCAA determines that the Student-Athlete violated the terms of this Agreement, or Student-Athlete’s Activities conflicts with the Team, Institution, Athletic Department, NCAA, state, or federal NIL rules, regulations, guidelines, and policies.

By signing this agreement, Student-Athlete acknowledges his or her understanding of the institutional guidelines and limitations for student-athletes who use their name, images, and likenesses for commercial purposes by third party entities outside of their Team, Institution, Team’s Conference, and/or the NCAA. StudentAthlete agrees to abide by the NIL rules, regulations, and laws and the terms of this Agreement.

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