Professional Services Agreement
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PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”) is made and entered into as of the [ ] day of [ ], 20 [ ] by and between _________________________________ , a company organized and existing under the laws of the Republic of Korea (“Club”), and ________________________________ (“Player”). Club and Player may hereinafter collectively be referred to as the “Parties” and individually as a “Party.” RECITALS WHEREAS, Club desires to retain professional basketball services of Player during the 2018- 2019 season of Korean Basketball League (“KBL”) and Player desires to render his professional basketball services to Club during the 2018- 2019 season of KBL; WHEREAS, the Parties, by executing this Agreement, agree to exert their best efforts to promote the purpose of KBL and to diligently perform their respective duties created hereunder; and WHEREAS, the Parties hereby acknowledge and agree that they are entering into this Agreement based upon equal bargaining power with the full assistance of their respective attorney and/or agent, and with full and complete understanding of the terms and conditions set forth in the Agreement and the surrounding circumstances. NOW THEREFORE, in consideration of the mutual promises and covenants contained herein the Parties agree as follows: ARTICLE 1. PROFESSIONAL SERVICES Club hereby retains professional basketball services of Player and Player hereby agrees to render such services under the terms and conditions hereinafter set forth. Player shall render his professional basketball services exclusively to Club during the Term (defined in Section 2.1.) of this Agreement and shall use his best efforts to maintain and improve his skills as a professional basketball player, thereby conferring benefits to Club and KBL. ARTICLE 2. TERM AND SEASON 2.1 The term of this Agreement shall be from [ ], 2018 to the end of the 2018- 2019 KBL Season (“Season”). 2.2 In the event Club does not advance to play-off games, the end of Season shall be the day on which Club participates in its last Regular Season game. In the event Club advances to Play-off games, the end of Season shall be the day on which Club participates in its last Play-off game of Season. 1 ARTICLE 3. HEIGHT 3.1 Height Classification. Player shall agree and comply with the following classification entering into this Agreement: All foreign players must be categorized based on their heights; players 186cm and under are classified as “Group A” and players over 186cm but no taller than 200cm are classified as “Group B”. 3.2 Contract based on Height Classification. Player shall enter into this Agreement with Club as [ ] in accordance with the height provisions set forth in Section 3.1. 3.3 Termination of Agreement due to Height Measurement Results. After the procedures set forth in Section 6.1, Player shall agree and comply this Agreement is automatically terminated if the height of Player who has entered into a “Group A” Agreement exceeds 186cm, or the height of Player who has entered into a “Group B” Agreement exceeds 200cm. ARTICLE 4. COMPENSATION AND BENEFITS 4.1 Compensation. Player shall receive compensation from Club for his professional basketball services which shall be comprised of Base Compensation (defined below) and Incentive (defined below). Player shall receive the agreed NET salary amount from Club in monthly installments as set forth hereinbelow, which represents the NET amount after deduction of the pertinent Korean taxes, which are required to be paid by Player under the pertinent Korean laws. Player acknowledges and agrees that in the event of any change(s) in the Korean tax law which may result in either increase or decrease in the applicable Korea tax, Player’s NET compensation as set forth in this Agreement shall be modified in proportion to the changes in the applicable Korean tax laws. 4.1.1 Base Compensation: As Club and Player are aware of the difficulty of specifying the term of this Agreement mentioned under Section 2.1, both shall mutually agree on establishing a total base NET compensation (“Base Compensation”) by assuming the term of this Agreement to be 8 months. In respect to this Agreement, Club shall pay Player total of US Dollars ($ ) as Base Compensation, in eight equal monthly installments (“Monthly Installment”) of US Dollars ($ ) 4.1.2 Incentive: In addition to Base Compensation, the Club shall, in its sole discretion, under the term of this Agreement, provide Player US Dollars ($ ) as incentive (“Incentive”). However, Incentive 2 shall be in accordance with the KBL Rules and Regulations, within the range determined by Club, and provided within 30 days after the day of the incentive occurs. 4.1.3 Expected Average Monthly Installment: Assuming that the term of this Agreement is 8 months, the expected average Monthly Installment shall be US US Dollars ($ ), the sum of Base Compensation and Incentive divided by 8 months. In case the term of this Agreement is less than one month(30 days), the expected average monthly installment shall be the corresponding Basic Compensation converted into monthly wage. 4.1.4 Deduction: Notwithstanding the above, if: (i) this Agreement is executed on or after the commencement of the Season, Player’s aggregate Base Compensation shall be reduced pro rata, and Player shall only be entitled to receive the Monthly Installments beginning from the month during which this Agreement is executed, with the first such Monthly Installment reduced pro rata based on the actual number of days remaining in such month beginning from the effective date of this Agreement to the total number of days of the Season for such month; and (ii) in the event Club does not advance to the play-off games for the Season, Player shall only be entitled to receive a reduced portion of the Monthly Installment for such month, reduced pro rata based on the actual number of days in such month until the date the Club plays its last game in the Season. 4.1.5 Initial Payment: Upon the signing of this Agreement, Club shall provide Five Thousand U.S. Dollars ($5,000) to Player as initial payment (the “Initial Payment”). The said Initial Payment shall be deducted from the total amount of the Base Compensation for the first month of Player’s services in the Season. Player shall execute the “Statement of Receipt of Initial Payment” attached to this Agreement as “Attachment 2” confirming the receipt of the Initial Payment which will be deemed as an advance payment against the first month of Base Compensation. Therefore, Player acknowledges and agrees that the total amount to be received by Player for Player’s first Monthly Installment shall be less the $5,000.00 Initial Payment. Therefore, Player acknowledges and agrees that the total Base Compensation to be received through Player’s first pro rata or full Monthly Installment(s), whichever is applicable, shall be less the $5,000.00 Initial Payment until Initial Payment is paid in full. However, if the contract is terminated pursuant to Section 3.3, Player shall immediately refund the Initial Payment to Club, without any conditions. Liquidated Damages: In the event Player fails to join Club after receiving the Initial Payment or Player otherwise refuses to render his professional basketball service during the Season without cause, Player shall pay to Club the amount equal to the multiples of twenty (20) times the Initial Payment he received, to wit, One Hundred Thousand U.S. Dollars ($100,000) as liquidated damages, and Player acknowledges and agrees that such liquidated damages amount is a reasonable estimate of the damages suffered by Club, 3 which is difficult to ascertain at the time of executing this Agreement, and shall not be deemed in any way as a penalty against Player. No payment obligation under this Section shall be binding to either Club or Player unless this Agreement is duly executed by both Club and Player. 4.1.6 Reduction of compensation in case of travel outside of Korea: In the event Player travels outside of Korea for any reason whatsoever during the Season other than for purposes related to the performance of or under this Agreement, the Monthly Installment payment for any month during which such travel occurred shall be reduced pro rata based on the number of days such travel took place during such month. 4.2 Taxes and Duties 4.2.1 Player shall receive the NET amount of the Monthly Installment payments from Club and any applicable incentives and/or bonuses. Player, however, hereby acknowledges and agrees that he shall be solely responsible for and shall hold Club free and harmless from any and all other taxes levied on his compensation by any authority from any jurisdiction other than Korea, such as, but not limited to, Player’s country of citizenship. 4.2.2 Korean Taxes(Income Tax and Local Income Tax) required to be paid by Player under the pertinent Korean laws on all compensation to Player shall be paid by Club to the Korean government on behalf of Player. 4.3 Unauthorized Payments. If Club pays to Player, or Player requests or receives any compensation other than or in excess of those set forth in this Agreement or those compensations specifically authorized by the rules and regulations of Club or the KBL Rules and Regulations, Club and Player shall be deemed to be in violation of the KBL Rules and Regulations and Player shall return any such unauthorized payments to the KBL. Further, Player agrees that he shall not accept any guarantee or promise of any payment or incentive from any person or entity unless as otherwise authorized and provided hereunder. A breach of the restrictive covenants set out in this Section 4.3 shall constitute grounds for the immediate termination of this Agreement pursuant to Section 12.1(c).