Confidential
Partnership & Retainer Agreement
15717698 Canada Inc. (Dr. D Sports) × Tri-City Basketball Academy / Tri-City Prep
1. Parties
This agreement is between 15717698 Canada Inc., operating as Dr. D Sports (the "Provider"), and Tri-City Basketball Academy / Tri-City Prep (the "Client").
2. Services
The Provider will design and build the Client's website and backend system, deliver 10 hours of sponsorship work, sponsor the Client, give the Client's players access to the Crediversity platform (whop.com/crediversity), and run semester workshops on NIL (name, image, likeness) and leveraging AI to build passive income streams, streamed on Twitch, YouTube and Kick. After launch, the Provider will maintain the website under the monthly care plan.
3. Fees
(a) Website and backend build: $300 USD in build credits, invoiced separately. Further revision rounds may need extra credits, billed at the Provider's cost. (b) Sponsorship work: $500 USD for 10 hours. (c) Monthly care plan: $75 USD per month starting at launch, including up to 2 hours of revisions per month. Additional hours are $50 USD per hour. The monthly care plan does not include AI credits; any AI credits used are invoiced to the Client at the Provider's cost. All amounts are in US dollars plus any applicable taxes.
4. Term and retainer
By paying the deposit, the Client enters a 12-month retainer with the Provider, starting on the deposit date. Monthly fees are owed for the full 12-month term unless the Provider agrees in writing otherwise.
5. Client responsibilities
The Client will promptly (a) open its own Stripe account for donations, (b) pursue incorporated non-profit status, (c) supply accurate content, logos, photos and player information, and (d) obtain written consent from players and, for minors, their parents or guardians before any player information is published. The Client is solely responsible for the accuracy and lawful use of the content it supplies.
6. Referrals
The Client agrees in good faith to refer the Provider's services to coaches and teams it works with.
7. Confidentiality
The pricing and terms of this agreement are confidential. The Client will not share them with third parties without the Provider's written consent, except with its own advisors.
8. Limitation of liability and release
To the fullest extent permitted by law, the Client releases the Provider, its directors, officers, employees and contractors from all claims, losses, damages and liabilities of any kind arising from or connected to the services, the website, third-party platforms (including payment processors, hosting, streaming platforms and the Crediversity platform), workshops, or any content or advice provided. Services are provided "as is". The Provider gives no guarantee of results, including income, donations, sponsorships, recruiting outcomes or scholarships. Workshop content is educational only and is not financial, legal or tax advice. If any liability cannot be excluded by law, the Provider's total liability is limited to the fees the Client paid in the three months before the claim.
9. Indemnity
The Client will indemnify the Provider against claims arising from content or information supplied by the Client, including player data and consents.
10. Intellectual property
Once all fees are paid, the Client owns its content and branding. The Provider keeps ownership of its pre-existing tools, templates and know-how, and may show the project in its portfolio.
11. Updated terms
The Provider may update these terms from time to time as the services evolve. Updated terms will be shared with the Client in writing. Continuing to use the services after notice means the Client accepts the updated terms.
12. Governing law
This agreement is governed by the laws of the Province of Ontario and the federal laws of Canada that apply there.
13. Acceptance
By checking the boxes below, typing their name and paying the deposit, the Client's authorized representative confirms they have authority to bind the Client and accepts this agreement.