top of page
Search

H.H. Waits Contract



FROM THE DESK OF H. H. WAITS



SENT VIA MAGICAL CONSTRUCT

The Devotchka Gang LLC

Attn: Raji Devotchka, President


Dear President Devotchka:



I regret to inform you that any enrollment contract that members of The Devotchka Gang have signed in conjunction with Bumbersnoot and Waits Academy for the Arcane Arts no longer has any Legal binding and is now void and null. In other words, you’re expelled. Under section 37B of the contract signed by all of you, it states quite clearly that all offers shall become null and void if - and you can read it for yourself, “I, the undersigned, shall forfeit all rights, privileges, and licenses herein and herein contained, etc, etc... Fax mentis incendium gloria cultum, etc, etc…” It’s all there, black and white, clear as crystal. As such, any agreements you may have entered into with HHWB are not legally binding or valid. I was disappointed to hear of this breach in contract as I thought we had been more than forgiving in past transgressions. Nevertheless, we would like to repair our relationship and perhaps redefine the nature of our association. The Devotchka Gang though no longer enrolled in Bumbersnoot and Waits Academy for the Arcane Arts may be subcontracted out by H.H.W. Incorporated. Therefore I propose a new business Venture between HHW Inc and The Devotchka Gang LLC and shall be titled, for lack of a better name, H.H.W.XXVII. I have asked my secretary to take the standard contract I enter into with all new business ventures and gussy it up for our exciting new partnership. Arbelious Scribe has provided copies for all of you to review. I invite you to take this opportunity to come up with a dramatic and exciting name for our venture that accurately reflects the dynamic relationship our respective organizations bring to the table. Once a new name has been determined all mention of H.H.W.XXVII shall be replaced. The purpose of the new business venture being the recovery, analysis, protection and proper distribution of rare and magical items. I have sent contracts for Spencer to divide amongst your party, that lay out all the details of HHWXXVII. Please take your time reading this but act fast on this once in a lifetime business opportunity. From what I know about The Devotchka Gang LLC., I am eager and excited to join you in carving a new path to a better tomorrow. As I am not a man who believes in wasting time I have added a 1,000 gold signing bonus to be distributed as Raji Devotchka seems fit. This bonus is offered if the contract is signed on the day of the contract's arrival. After today the bonus is off the table however I will give you a week before I retract the contract. I have also included some complementary Bumbersnoot Buttons that are yours to keep regardless of whether you sign. I hope you enjoy the chocolates and I look forward to hearing from you soon.


Very truly yours,


/dictated but not read/

H.H.Waits



HHW:






////








HHWB-XXVII AGREEMENT Recitals: This Agreement is entered into on 16th day of Mothmus , 296 A.P. between the Undersigned (collectively known and referred henceforth as “The Devotchka Gang;” it shall not be confused with the legal entity The Devotchka Gang, LLC., with the exception of full adoption of the following agreement, in which case a rider to this agreement specifying a joinder of the entities shall be prepared and signed forthwith), and HWWBLLC, a limited liability corporation; the basis of the following facts, understandings and intentions of the parties: A. These Recitals refer to and utilize terms which are defined in this Agreement; and the Parties refer to those definitions in conjunction with their use in these Recitals. This Agreement shall be effective as of the date of adoption, which shall be the first day after the day the first assenter affixes his or her seal to this agreement; the rights, duties and obligations of the

Parties hereunder shall be effective, and the Term shall commence, as of the Effective Date. As between the Parties, this Agreement is effective as of the Effective Date and is enforceable by each Party in accordance with its terms. HHWBLLC shall annually review this Agreement, and all actions taken pursuant to the terms of this agreement, with respect to the Project. After adoption all Magic Items Of Interest shall belong to HHWB-XXVII until bought out by any controlling interest. The Party shall treat the acquisition of Magic Items of Interest as priority so long as it is feasible and barring any Force Majeure. Privileges of Membership Members of HHWB-XXVII are entitled to Bumbersnoot Chocolates, free of charge, and on demand.

Members of HHWB-XXVII are entitled to wear Bumbersnoot Buttons when in the company of public officials, royalty and when in a crowd of 3 or more in cities or settlements with populations exceeding 500. Members of HHWB-XXVII have access to HHWBLLC Storage facilities, including Vaults and Stables, which include complementary pick-up and drop-off services. Other Provisions All property previously owned or controlled by either HHWBLLC or The Devotchka Gang shall be held in perpetuity by original possessor, Until such time as original owner may choose to sell, gift or destroy controlled property.) All Magical Items of interest as defined hereunder and as acquired by HHWB-XXVII subsequent to Adoption shall be subject to terms of agreement. WHEREAS During the term of this Agreement you will become and remain, at the undersigned’s sole cost and expense and at HHWBLLC’s request, a member in good standing of any then properly designated labor unions, guilds, or other organizations, as defined and determined under the applicable law, pertaining persons performing services of the type and the character to be performed here and hereunder. Nothing herein contained shall be deemed to require the violation of any written agreement executed between HHWBLLC and any such labor union, guild or other organization which may be in effect at the time of the execution of this agreement, and wherever there is any conflict between the provisions of this agreement and any other, the latter shall prevail, but in such event, the provisions of this agreement so affected shall be curtailed and limited only to the events necessary to permit compliance with such payment of any additional compensation it shall be at the minimum that is permitted thereunder. Magical Items of Interest recovered by the party will have joint ownership split between the undersigned and HHWBLLC. HHWBLLC will have a stake in all such Magical items of interest in the amount of 49% while the remaining 51% can be split among the party as decided amongst its members. All such Magical Items of Interest Recovered this way can be purchased by any controlling interest by buying out the other members shares. A party member in possession of any magical Item for a period longer than 6 months is considered to be its owner and must buy out other party members controlling interests. They may instead forfeit ownership and allow for remaining party members to purchase available controlling interest in said magical item. If no party member contests ownership or offers to purchase remaining shares of control then the original party member retains ownership for another period of 6 months at which time ownership will be reevaluated. The Undersigned shall Indemnify HHWBLLC in the case of any Magic Items of Interest becoming damaged, lost, destroyed or rendered useless through the parties direct actions or neglect as determined by an Agent of HHWBLLC. Herman Waits, HHMBLLC, or any affiliates thereof are not to be mentioned, noted, observed, disclosed, referred to, named or alluded to in any capacity without written consent of an authorized representative of HHWBLLC. Each party shall take at least those measures that it takes to protect its own confidential information of a similar nature and shall ensure undersigned parties who have access to Confidential Information of the other party have signed a non-use and non-disclosure agreement content substantially similar to the provision hereof: prior to any disclosure of confidential information to such employees. Undersigned parties have a duty to hold Confidential Information in confidence in perpetuity, and shall survive any termination of this Agreement. Right of First Refusal All Property previously owned or Controlled by “The Deadly Devotchka Gang” that controlling parties have decided are to be sold shall first be offered to HHWBLLC for consideration of purchase as-is. After review of any potential Business Transaction or investment opportunity, HHWBLLC may release the Right of First Refusal set forth in this section with respect to such Business Transaction or suitable opportunity. Decisions by HHWBLLC to release the magic item or items of interest to pursue such suitable opportunity will be made by a preponderance of voting members. The Devotchka Gang shall provide written notice to the HHWBLLC of any such suitable Right of First Refusal opportunity brought to their respective attention by its current partners, principals, directors, officers or employees within ten (10) business days of its identification of such suitable opportunity. Any right of first refusal granted shall expire ninety days from the date of the written notice unless earlier released provided that, during such ninety (90)-day period, HHWBLLC has failed to commence discussions with any third party regarding the specified Business Transaction or suitable opportunity. HHWBLLC Reserves the right to appraise Magical Items of Interest independently in order to determine their value. HHWBLLC shall hold a 49% stake in control of HHWB-XXVII and may vote accordingly. The Devotchka Gang and its members shall divide the remaining 51% stake between the party as chosen amongst themselves. Authorized Representative of HHWBLLC shall include Herman H. Waits. In the event of a breach, major or minor, the parties are entitled to choose a champion to represent them. In a period of no longer than one business week following adoption, an arbiter will be appointed. The appointed arbiter will be decided by a vote cast among Voting Members of HHWB-XXVII. The appointed person/persons shall not be an assenter in this agreement. Any decision, determination, ruling, finding, opinion, outcome or award as a result of any such arbitration proceeding shall be in writing and may provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable fees and penalties. The party found to be at fault, or more at fault, for the breach, confusion, or necessary contractual clarification shall be responsible for the arbiter’s fees. No attorneys or legal representatives may review this document before or after signing. The arbiter shall retain all rights otherwise afforded to a magistrate in a court of law in the jurisdiction of the arbiter’s choice. In case of Tied vote regarding the appointment of HHWB-XXVII arbiter, HHWBLLC shall alone retain right to appoint arbiter. HHWBLLC is not liable for actions of party and need offer no Indemnity for Damages accrued by said party over the course of any activities including those outlined in this agreement. The Undersigned accepts all responsibility for actions undertaken and potential consequences thereof. Selected Definitions: Agent: Any member, shareholder, partner, official, officer, director, board, commission, employee, agent, or contractor or subcontractor of HHWBLLC, and its respective heirs, legal representatives, successors and assigns of an Agent in accordance with Laws, as each Agent is acting in his, her or its official capacity; Assent: as it refers to the agreement shall include all those who affix their seal, signature or other means of representation of their assent to this agreement, whether by specific assent or under implied consent by committing acts constituting agreement hereto. Control: The ownership (direct or indirect) by one Person of an interest in the profits and capital and the right to manage and control, in fact, the day to day affairs of another Person The term "Control" includes any grammatical variation thereof, including "Controlled" and "Controlling." Common Control means that two Persons are both Controlled by the same other Person. Feasible: Capable of being accomplished in a successful manner within a reasonable period of time, taking into account economic, environmental, legal, social, and technological factors. The term "Feasible" includes any grammatical variant thereof, including "Feasibly" and "Infeasible." HHWB-XXVII Members: Any member of HHWB-XXVII controlling a share of HHWB-XXVII in the amount of at least 5%. Force Majeure: A delay in performance caused by war, terrorist acts, insurrection, strikes or other labor disturbances, walk-outs, riots, floods, earthquakes, fires, casualties, or acts of God or Gods; restrictions or delays imposed or mandated by Governmental Agencies; enactment of Laws that prevent or preclude compliance by a Party with any material provision of this Agreement; litigation brought by Persons other than a Party, or Affiliate of a Party; acts of one Party, or failure of such Party to act when action is required, which to of Laws that prevent or preclude compliance by a Party with any material provision of this Agreement; litigation brought by Persons other than a Party, or Affiliate of a Party; acts of one Party, or failure of such Party to act when action is required, which to his Agreement; or other similar basis for excused performance that is not within the reasonable control of the Party whose performance is to be excused. Force Majeure does not include delays that are within the reasonable control of the Party whose performance is to be excused, delays associated with economic or market conditions, or delays related to financial inability or insolvency of a Party. Any rights, obligations, or abilities granted or imposed under this subsection shall be brought before all voting members of HHWBXVII, and the preponderance of the resulting vote shall be binding upon all undersigned parties. Indemnify: An obligation of undersigned parties to indemnify, defend, protect and hold the Indemnitees harmless from and against Losses. The term "Indemnify" includes any grammatical variation thereof, including "Indemnified", "Indemnifies" and "Indemnity". Controlling Members: Any member controlling a share of HHWB-XXVII in the amount of at least 50%. Week: Seven days Month: Thirty Days Year: Three Hundred and Sixty-five days Bumbersnoot Chocolates: Any Bumbersnoot brand Chocolate Containing 40% Bumbersnoot Brand Patented Chocolate Blend. Bumbersnoot Chocolates do not include Limited Edition Chocolates, Special Runs, or Chocolates Containing Almonds. Indemnitees: HHWBLLC and all of the heirs, legal representatives, successors and assigns of an Indemnitee in accordance with Laws, as each Indemnitee is acting in his, her or its official capacity. The Champion is a ceremonial role. All belligerent engagements shall be at the direction of HHWB-LLC. Losses: Any and all losses, damages (including foreseeable and unforeseeable consequential damages), liabilities, claims, liens, obligations, interest, penalties, fines, lawsuits and other proceedings, judgments and awards, challenges, demands, judgments, actions, causes of action, court costs, and legal or other expenses (including reasonable attorneys' fees, reasonable expert witness and consultant fees, reasonable Attorney time and overhead costs, and other normal, reasonable day-to-day business expenses incurred by Undersigned), all of whatever kind or nature, known or unknown, contingent or otherwise. Voting Members: A member of HHWB-XXVII controlling a share of HHWB-XXVII in the amount of at least 40% but no more than 49%. Magic Items Of Interest: Any item or object that is valued by voting members to be worth equal to or exceeding a value of 500 gold. Any item or object containing precious stones. Any item or object having been created anytime 100 years or more, before Adoption of this agreement; items containing at least ten percent platinum, gold, or silver; items containing translucent, semi-translucent, semi-opaque, or opaque gems including but not limited to emeralds, rubies, diamonds, amethysts, periodots, pearls, onyx, jade, citrine, apatite, beryl, moonstone, jasper, fluorite, malachite, carnelian, amber, ammolite, lapis lazuli, obsidian, calcite, tiger’s eye, tourmaline, and any other precious or semi-precious gem; anything crafted by a gnome, gnomes, or any person or persons with gnomish heritage to be defined as one-sixteenth gnomish blood; any item crafted by any extraplanar creature, god, outsider, aberration, deathless, fey, elemental, celestial, or magical being; anything that reacts to to the spell ‘detect magic’ Term: The term of this Agreement, as determined herein, unless sooner Terminated as provided in this Agreement. Term, when used in relation to delivery of chocolates and/or storage retrieval, shall be six to eight business months. Assent: as it refers to the agreement shall include all those who affix their seal, signature or other means of representation of their assent to this agreement, whether by specific assent or under implied consent by committing acts constituting agreement hereto. Party: The Undersigned. Terminate: The expiration of the Term of this Agreement, whether by the passage of time or by any earlier occurrence pursuant to any provision of this Agreement. The term "Terminate" includes any grammatical variant thereof, including "Termination" or "Terminated". “As-is” Sale. Purchaser acknowledges that Purchaser is purchasing the Property "as is" and "where is" and solely in reliance on Purchaser's own investigation and inspection. Purchaser further acknowledges that, except as expressly provided in this Agreement, no representations or warranties of any kind whatsoever, express or implied, have been made by Seller or any of its officers, agents or employees with respect to any matter, fact or issue concerning the Property or this transaction, including without limitation: (1) the structural, functional, or aesthetic condition of any of the structures on or encompassing the Property Storage: Members are entitled to store any property, for any period of time as long as the agreement is in effect, in HHWB LLC Vaults. The property will be dispatched and delivered by courier construct without delay according to the term specified herein. Any attempt, successful or unsuccessful, to break into the vaults shall result in the reimbursement of the party who suffers a greater net financial loss of personal property or cash subject to the economic assessment by the arbiter. Undersigned parties henceforth and specifically agree that for a period of five years after the undersigned parties are no longer bound by the terms either through mutual dissolving of the organization HHWB-XXVII, unilateral termination of this agreement, that the undersigned parties will not engage, directly or indirectly, either as proprietor, stockholder, partner, officer, employee or otherwise, in the same or similar activities as were performed for HHWB-XXVII in any business within this plane, or any plane on which such activities can be committed, consummated, performed, attempted, accomplished, undertook, tackled, ventured, completed, concluded, or effectuated which distributes, sells products, or provides services similar to those distributed, sold, provided, committed, consummated, performed, attempted, accomplished, undertook, tackled, ventured, completed, concluded, or effectuated by the organization HHWB-XXVII at any time during the five hundred years preceding the undersigned parties’ termination of this agreement. “Committed” shall mean consummated, performed, accomplished, undertook, tackled, ventured, completed, concluded, or effectuated; “consummated” shall mean committed, performed, accomplished, undertook, tackled, ventured, completed, concluded, or effectuated; “performed” shall mean committed, consummated, accomplished, undertook, tackled, ventured, completed, concluded, or effectuated; “undersigned parties” is to include all those who assent to this agreement, barring voting members; “accomplished” shall mean committed, consummated, performed, undertook, tackled, ventured, completed, concluded, or effectuated; “undertook” shall mean committed, performed, accomplished, tackled, ventured, completed, concluded, or effectuated. The covenants of this agreement shall be severable, and if any of them is held invalid because of its duration, scope of area or activity, or any other reason, the parties agree that such covenant shall be adjusted or modified by an arbiter to be chosen by a preponderance of the voting members of the organization HHWB-XXVII to the extent necessary to cure that invalidity, and the modified covenant shall thereafter be enforceable as if originally made in this agreement. All undersigned parties agree that the violation of any covenant contained in this agreement may cause immediate and irreparable harm to the organization HHWB-XXVII, the amount of which may be difficult or impossible to estimate or determine. If undersigned parties violate any covenant contained in this agreement, the organization HHWB-XXVII shall have the right to equitable relief by injunction or otherwise, to be decided by binding arbitration, in addition to all other rights and remedies afforded by the jurisdiction in which the arbitration takes place. This Agreement may be assigned, transferred, or otherwise delegated by a preponderance of the Voting Members in the event of a merger, consolidation, or other business needs. This Agreement and the provisions thereof shall be binding upon and shall inure to the benefit of the successors and assigns of the respective parties.

I, the assenter, being of sound body, mind, and spirit, having read the contract do hereby affix my Signature and bind myself to the terms listed herein.


______________________________________

Name date

17 views0 comments

Recent Posts

See All

Comments


bottom of page