livecurent_8k-082509.htm

0001019687-09-003177.txt : 20090831 0001019687-09-003177.hdr.sgml : 20090831 20090831140143 ACCESSION NUMBER: 0001019687-09-003177 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20090825 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090831 DATE AS OF CHANGE: 20090831 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Live Current Media Inc. CENTRAL INDEX KEY: 0001108630 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 880346310 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29929 FILM NUMBER: 091045441 BUSINESS ADDRESS: STREET 1: 375 WATER STREET, SUITE 645 CITY: VANCOUVER BC V6B 5C6 STATE: A1 ZIP: V6B 5C6 BUSINESS PHONE: 604-453-4870 MAIL ADDRESS: STREET 1: 375 WATER STREET, SUITE 645 CITY: VANCOUVER BC V6B 5C6 STATE: A1 ZIP: V6B 5C6 FORMER COMPANY: FORMER CONFORMED NAME: Live Current Media, Inc. DATE OF NAME CHANGE: 20080801 FORMER COMPANY: FORMER CONFORMED NAME: COMMUNICATE COM INC DATE OF NAME CHANGE: 20020822 FORMER COMPANY: FORMER CONFORMED NAME: TROYDEN CORP DATE OF NAME CHANGE: 20000307 8-K 1 livecurent_8k-082509.htm CURRENT REPORT ON FORM 8-K livecurent_8k-082509.htm

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

Date of Report (Date of earliest event reported): August 25, 2009

LIVE CURRENT MEDIA INC.

(Exact name of Registrant as specified in charter)


Nevada (State or other jurisdiction of incorporation)		000-29929 (Commission File Number)		88-0346310 (IRS Employer Identification Number)

375 Water Street, Suite 645

Vancouver, British Columbia V6B 5C6

(Address of principal executive offices)

Registrant’s telephone number, including area code: (604) 453-4870

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 (see General Instruction A.2 below).


o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(e)-4(c))

This Form 8-K and other reports filed by the Company from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by the Company’s management. When used in the Filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Company’s industry, operations and results of operations and any businesses that may be acquired by the Company. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

The following discussion provides only a brief description of the documents described below. The full text of the agreements is attached to this Current Report as exhibits. The discussion below is qualified in its entirety by the full text of the agreements.

Item 1.01 Entry into a Material Definitive Agreement

On March 31, 2009 Live Current Media Inc. (the “Company”), Global Cricket Ventures Pte. Ltd. (“GCV”), an entity which is partially owned by the Company, and the Board of Control for Cricket in India (“BCCI”) entered into a Novation Agreement (the “Novation”) pursuant to which GCV was granted all of the Company’s rights, and assumed all of the Company’s obligations, under that certain Memorandum of Understanding (the “Original Agreement”) dated April 16, 2008 that had been executed by the Company and the BCCI, acting for and on behalf of its separate subcommittee unit known as the Indian Premier League.

On August 25, 2009 GCV entered into an Assignment and Assumption Agreement (the “Assignment”) with Global Cricket Ventures Limited (Mauritius) (“Mauritius”), an entity unrelated to the Company or its affiliates. The Assignment is dated August 20, 2009. Pursuant to the Assignment, GCV transferred and assigned to Mauritius all of GCV’s right, title and interest in and to the Original Agreement, as amended by the Novation, and Mauritius accepted the assignment and assumed and agreed to be liable for all past and future obligations and liabilities of GCV arising under, pursuant to or in connection with the Original Agreement, as amended by the Novation.

In conjunction with the Assignment, on August 25, 2009 Domain Holdings Inc., the Company’s subsidiary (“DHI”), entered into the Cricket.com Lease and Transfer Agreement (the “Lease”) with Mauritius. The Lease is dated August 20, 2009. Pursuant to the Lease, DHI leased to Mauritius the cricket.com domain name, the cricket.com website (the “Website”), and certain support services in exchange for the payment of $1 million (the “Purchase Price”) plus the expenses described below. The Purchase Price is to be paid in 4 equal installments, each of $250,000. The first installment is to be paid within 2 days of the execution of the Lease and the remaining 3 installments are to be paid on a quarterly basis. Upon the payment of the final installment and the expenses described below, DHI will assign to Mauritius all rights, title and interest in the Website, the cricket.com domain name and the registration thereof, all trademarks, services marks and logos that incorporate the term cricket.com and the goodwill (if any) associated with the foregoing.

In order to faciliate the transfer of the Website, DHI has agreed to provide Mauritius with support services for a period of no more than 6 months (the “Transition Period”). In exchange for the support services, Mauritius has agreed to the payment of certain expenses related to the support services including (i) direct costs incurred by DHI for maintaining the Website, (ii) rent and overhead costs in the amount of $2,500 per month, (iii) employee related costs, and (iv) severance costs (not to exceed $60,000) related to the termination of employees whose employment will be terminated as a result of the transfer of the Website, as described below. In addition, Mauritius has agreed that, prior to the expiration of the Transition Period, it will either enter into an employment agreement with Mark Melville, our President and Chief Corporate Development Officer, or pay any severance costs related to his termination without cause (with the exception of special bonus payments), in accordance with the terms of his employment agreement with the Company.

Also, on August 27, 2009 the Company entered into a Settlement Agreement and Release with Harjeet Taggar and a Settlement Agreement and Release with Kulveer Taggar. In this discussion, Harjeet Taggar and Kulveer Taggar are collectively referred to as the “Taggars” and the agreements are collectively referred to as the “Releases”. By executing the Releases, the Taggars release the Company and its affiliates and other parties from all claims, including (i) claims related to the termination of their employment as a result of the transfer of the Website and (ii) claims related to the payments, including the issuance to each of the Taggars in March 2010 and March 2011 of 91,912 shares of the Company’s common stock, which are due to be made pursuant to that certain Agreement and Plan of Merger dated March 25, 2008 (the “Merger Agreement”). In exchange for the Releases, each of the Taggars will be paid the sum of $30,000 in severance and $150,400.80 for the payments remaining due under the Merger Agreement (the “Merger Settlement”). The Merger Settlement, which represents a 10% discount from the total owed pursuant to the Merger Agreement, will be paid in installments. An initial payment of $37,600.20 is to be paid within 7 days of the execution of the Releases. The balance of $112,800.60 will be paid on October 1, 2009. If the Company fails to pay the installment due on October 1, 2009, the unpaid balance will accrue simple interest at the rate of 10% per annum until paid. The severance payments will be paid in a lump sum.

Item 1.02 Termination of a Material Definitive Agreement

The information included in Item 1.01 is incorporated herein by reference. As of August 25, 2009, neither the Company nor any of its affiliates was a party to the Original Agreement.

Item 2.01 Completion of Acquisition or Disposition of Assets

The information included in Item 1.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit 10.1 Assignment and Assumption Agreement between Global Cricket Venture Pte. Ltd. and Global Cricket Ventures Limited (Mauritius)

Exhibit 10.2 Cricket.com Lease and Transfer Agreement*

Exhibit 10.3 Settlement Agreement and Release between Live Current Media Inc. and Harjeet Taggar

Exhibit 10.4 Settlement Agreement and Release between Live Current Media Inc. and Kulveer Taggar

_________________

* A portion of this exhibit has been redacted. The redacted portion is the subject of a confidential treatment request filed with the Securities and Exchange Commission.

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.

LIVE CURRENT MEDIA INC.


By:		/s/ C. Geoffrey Hampson
		C. Geoffrey Hampson
		Chief Executive Officer
		Dated: August 31, 2009

EX-10.1 2 livecurrent_8k-ex1001.htm ASSIGNMENT AND ASSUMPTION AGREEMENT livecurrent_8k-ex1001.htm

Exhibit 10.1

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS AGREEMENT is made as of August 20, , 2009 (the "Effective Date") by and between:

GLOBAL CRICKET VENTURE PTE, LTD., a Singapore company having its registered office at 17 Philip Street #05-01, Grand Building Singapore 048695 ("GCV"),

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GLOBAL CRICKET VENTURES LIMITED (Mauritius), a company incorporated under the laws of Mauritius ("GCV Mauritius").

RECITALS

WHEREAS Live Current Media Inc. ("Live Current") was retained by the BCCI-IPL pursuant to a Memorandum of Understanding dated April 16, 2008 between such parties the "Original Agreement") to construct and maintain the official website for the Indian Premier League (the "Project");

AND WHEREAS on March 31, 2009, Live Current. HCCI-IPL and GCV entered into a Novation Agreement (the "Novation Agreement", attached as Schedule 1 hereto) under which the parties agreed that Live Current should be released and discharged from the Original Agreement commencing on the Novation Date, and that GCV should undertake to perform the Original Agreement (as amended in the Novation) and to be bound by the terms of the Original Agreement commencing on the Novation Date in place of Live Current;

AND WHEREAS the Novation Agreement anticipates the assignment of the Original Agreement to GCV Mauritius and provides for such assignment without the prior consent of the BCCI-IPL;

AND WHEREAS GCV desires to assign the Original Agreement to GCV Mauritius and GCV Mauritius desires to accept such assignment;

AND WHEREAS GCV has given prior written notice to BCCI-IPL of its intent to assign the Original Agreement to GC Mauritius as required by the Novation Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and the terms and conditions herein contained, the parties hereto agree as follows:

AGREEMENT

1. Definitions. Unless defined herein, capitalized terms have the meaning given to them in the Novation Agreement.

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2. Assignment. Pursuant to paragraph 4.12(i) of the Original Agreement as added by paragraph (4)(1) of the Novation Agreement GCV hereby exercises its right to, and does, transfer and assign unto GCV Mauritius all of its right, title and interest in and to the Original Agreement, as amended by the Novation Agreement, and GCV Mauritius hereby accepts such assignment, in each case as of the Effective Date.

3. Assumption of Original Agreement. GCV Mauritius hereby agrees to assume and to be liable for all past and future obligations and liabilities of GCV arising under, pursuant to or in connection with the Original Agreement, as amended by the Novation Agreement, and further agrees to indemnify and save harmless GCV in respect thereof.

4. Further Assurances. The parties hereto shall execute and deliver such further assurances, instruments and documents and do all such things and acts which shah be necessary or appropriate for carrying out the purpose and intent of this agreement.

5. Waiver. Any term of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. No waiver by any Party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by any laws or otherwise afforded, will be cumulative and not alternative.

6. Amendment. This Agreement may be amended, supplemented or modified only by a written instrument duty executed by or on behalf of each Party hereto.

7. Binding Effect. This Agreement is binding upon, inures to the benefit of and is enforceable by the Parties and their respective successors and assigns.

8. Entire Agreement. This Agreement supersedes all prior discussions, representations, warranties and agreements, both written and oral, among the Parties with respect to the subject matter hereof, and contains the sole and entire agreement among the Parties with respect to the subject matter hereof. No prior drafts of this Agreement and no words or phrases from any such prior drafts shall he admissible into evidence in any action, suit or other proceeding involving this Agreement.

9. Headings. The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

10. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future laws, and if the rights or obligations of any Party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, and (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom.

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11. Governing Law. This Agreement shall be governed by and interpreted under the laws of Singapore.

12. Counterparts. This Agreement may be executed via facsimile transmission and in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF this agreement has been executed as of the day and year first above written.

Signed and delivered for

GLOBAL CRICKET VENTURE PTE LTD

/s/ Mark Melville

Name: Mark Melville

Position: Director and Acting CEO

Date: August 25, 2009

In the presence of a WITNESS:

/s/ Amy Frankel

Name: Amy Frankel

Date: August 25, 2009

Signed and delivered for

GLOBAL CRICKET VENTURES (MAURITIUS)

/s/ Samila Sivaramen

Name: Samila Sivaramen

Position: Director

Date: 20-08-09

In the presence of a WITNESS:

/s/ Poonam Keenoo-Seegoolam

Name: Poonam Keenoo-Seegoolam

Date: 20-08-09

EX-10.2 3 livecurrent_8k-ex1002.htm CRICKET.COM LEASE AND TRANSFER AGREEMENT livecurrent_8k-ex1002.htm

Exhibit 10.2

CRICK ET.COM LEASE AND TRANSFER AGREEMENT

THIS AGREEMENT is made this 20th day of August 2009 ("Effective Date") between DOMAIN HOLDINGS INC. (formerly named Communicate.com Inc.), a corporation incorporated under the laws of Alberta having an office at 375 Water Street, Suite 045, Vancouver, Canada ("Vendor"), and GLOBAL CRICKET VENTURES LIMITED a private limited company with registered address at 4th Floor, Ebene Skies, Rue de I’institut, Ebene, Mauritius (“Purchaser”).

A. WHEREAS Vendor is the registrant of the Internet domain name <cricket.com> (the "Domain Name-) and the owner of the website located at www.cricket.com together with all associated content, copyrights, trademarks, images, text, logos, advertising and affiliate contracts, service contracts, and goodwill (the “Cricket Website”).

B. AND WHEREAS Purchaser desires to acquire various rights and digital assets relating to the sport of cricket, including the Domain Name, the Cricket Website and the IPL rights held by Vendor's affiliate, Global Cricket Venture Pte. Ltd ("GCV").

C. AND WHEREAS Vendor has agreed to sell to Purchaser the Domain Name and the Cricket Website as provided in this Agreement, subject to Purchaser's simultaneous execution of that certain Assignment and Assumption Agreement with GCV (the “Assignment Agreement”) pursuant to which GCV shall assign to Purchaser the IPL rights and Purchaser shall assume the liabilities associated with the IPL rights, including but not limited to the payment of $750,000 to the BCCI-IPL on behalf of GCV on or before July 15, 2000 or such later date as shall be agreed.

D. AND WHEREAS Purchaser wishes to continue using Vendor's Cricket Website support services, as more fully set forth in section 9 of this Agreement.

NOW THEREFORE, in consideration of the mutual agreements contained in this Agreement, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree and covenant as follows;

1. Grant of Lease. Subject to Purchaser's simultaneous execution of the Assignment Agreement and the terms and conditions set forth herein, Vendor hereby leases the Domain Name and the Cricket Website to Purchaser during the Term (as defined herein). Upon Vendor's receipt of Purchaser's first payment of $250,000, Purchaser shall be entitled to use the Domain Name and the Cricket Website and to receive all revenues generated by the Cricket Website during the Term.

2. No Transfer of Leased Interest. During the Term, Purchaser may not sell, assign, sublease, license, transfer or encumber, in any way, Purchaser's leased interest in the Domain Name or the Cricket Website, without Vendor's prior written consent which shall not be unreasonably withheld.

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3. Liability for Purchaser's Content. As of the Effective Date, Purchaser shall (a) be solely responsible for the engineering, production, maintenance and monitoring of all content which is made available on the Cricket Website, and any errors, omissions or inaccuracies in the transmission or transcription of the content. and obtaining, any license for the use on the Cricket Website of any material, including applicable music rights, copyrights, and any other intellectual property; (b) secure, at its sole cost and expense, and pay for any copying, duplication, recording or other rights licenses that are necessary for the use of content of the Cricket Website, (c) not exhibit any content or provide any service on the Cricket Website that is contrary to applicable law; (d) not establish links from the Cricket Website or conduct cross promotions with any internet site which uses or exhibits any gambling, pornographic or obscene content or uses or exhibits any other content or provides any other services that would contravene applicable law.

4. Indemnity of Vendor. Purchaser shall defend, indemnify and hold Vendor harmless against any claims, actions, expenses, costs, losses or damages (including reasonable legal fees) brought against or suffered by Vendor as a result orally use by Purchaser of' the Domain Name or the Cricket Website or any breach of this Agreement. This paragraph shall survive the expiration or termination of this Agreement.

5. Property of Vendor. During the Tern the Domain Name and the Cricket Website shall remain the property of Vendor and Purchaser shall have no rights therein and shall take no action inconsistent with Vendor's ownership or challenge the validity thereof, except that Purchaser shall have absolute right to take over the Domain Name and Cricket Website upon making all payments required under the terms of this agreement, and Vendor shall take all steps necessary or desirable in relation thereto pursuant to section 12 hereof.

6. No Contest. During the Term, Purchaser shall not contest or dispute that Vendor is the rightful Domain Name owner and shall not claim any title to or right to use the Domain Name or any variation thereof other than the right to use and to purchase the Domain Name under this Agreement.

7. Domain Nome Enforcement. If, during the Term, Purchaser learns of any infringement or imitation of the Domain Name or of any use by any unauthorized person, Purchaser shall promptly notify Vendor. Vendor shall then take such action, or no action, as it, in its sole discretion, deems advisable for the protection of the Domain Name and Purchaser shall cooperate with Vendor in all respects. If Vendor deems it inadvisable to take action, Purchaser may then take such action at its own expense and Vendor shall render all reasonable assistance to Purchaser in connection therewith.

8. Purchase Price. Purchaser will pay to Vendor, during the Term, the total amount of US $1,000,000 (the "Purchase Price") as follows:

(a) $250,000 (Two Hundred Fifty Thousand US Dollars) payable within 2 banking days of execution of this agreement (the "Closing Date”), and

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(b)	commencing on the first (1st) quarterly anniversary of the Closing Date, $250,000 per quarter for three (3) consecutive quarters, with each payment to he made on or before the quarterly anniversary of the Closing Date.

All payments under this Agreement shall be payable to Domain Holdings Inc., in US dollars, via wire transfer using the following instructions:

Company Name: Domain Holdings Inc.

Company Address: 375 Water Street. Suite 645

Vancouver, BC Canada V6B 5C6

BENEFICIARY BANK: *

TRANSIT AND ACCOUNT NO.: *

SWIFT BIC ADDRESS: *

________________

* This information has been omitted and is being filed separately with the Securities and Exchange Commission.

9. Interim Support Services. In order to facilitate the transition of the Cricket Website to Purchaser, Vendor will provide Purchaser with interim support services (“Support Services”) for the Cricket Website for a period or six (6) months from the Closing Date, or for a lesser period if both parties mutually agree in writing (the "Transition Period"). Purchaser will pay Vendor the Expenses (defined below) relating to such Support Services as set forth in paragraph 10.

10. Expenses Related to Support Services. In addition to the Purchase Price, from and after the Closing Date Purchaser will pay to Vendor all reasonable costs and expenses (the "Expenses") associated with providing the Support Services for the Cricket Website. The expenses include, but are not limited to, the following: (i) the direct costs incurred by Vendor for the maintenance of the Cricket Website (e.g. hosting and other technology fees, payment for data powering the live scoring feed, e-mail or other marketing activities, contracting design activities) as agreed by both parties, (ii) an allocation for rent and other overhead incurred by Vendor in the amount of $2,500 per month, (iii) the costs (such as the salaries, bonuses, benefits, employment-related taxes; and reasonable business expenses) for the following employees of Vendor: Mark Melville and Brian Collins (the “Consultants”), and (iv) Vendor's severance costs for the remaining members of the team currently working on the Cricket Website, except that Purchaser's liability such severance shall not exceed the total sum or $60,000. During the Transition Period, so long as the Consultants continue to be employed by Vendor, the Consultants will provide Support Services to Purchaser for as long as Purchaser chooses, provided, however, that the basic duties and responsibilities of the Consultants as they relate to providing Support Services for the Cricket Website will not be materially changed without their consent and provided that Purchaser will give Vendor fifteen (15) days written notice in the event Purchaser desires not to continue receiving Support Services from a Consultant. Purchaser will be solely responsible for the payment of the salaries, bonuses, benefits, employment-related taxes and reasonable business expenses of the Consultants providing Support Services to Purchaser. Vendor will invoke Purchaser on a monthly basis for the Expenses and all Expenses must be paid via wire transfer within ten (10) calendar days of the invoice date.

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11. Employment of Melville. It is the intent of Purchaser up enter into an employment contract directly with Mark Melville on or before the end of the Transition Period. In the event that Purchaser does not enter into an employment contract with Mr. Melville on or before the end of the Transition Period Purchaser will be responsible for the severance costs ("Severance Costs") associated with the termination without cause of Mr. Melville and will honour the terms of his existing employment contract with Vendor's parent company, Live Current Media Inc., in that regard. Such Severance Costs shall be due no later than 10 days after the end of the Transition Period. Notwithstanding this paragraph, Purchaser shall have no liability for the special bonuses to Mr. Melville under his existing employment contract.

12. Purchase of Domain Name and Cricket Website. Promptly upon receipt of the total Purchase Price of US$ 1 Million as described in section 8 hereof and of all. Expenses as described in section 10 hereof, Vendor will assign to Purchaser all rights, title and interest in (a) the Cricket Website, the Domain Name and the registration thereof, (b) all trademarks, service marks and logos, if any, that incorporate the term cricket.com (the "Marks”), and (c) the goodwill associated with the Cricket Website, the Domain Name and Marks, if any Vendor will effect the transfer of the Domain Name by submitting to the Registrar the electronic forms necessary to generate the code or other information required to permit Purchaser to he registered as the registrant of the Domain Name. Vendor and Purchaser agree to take all other steps necessary to transfer the registration of the Domain Name to Purchaser and to cooperate with the Registrar in order to effect such transfer Including the requirement that Vendor change all administrative contact information as instructed k Purchaser.

13. Late Payments. If Purchaser fails to pay any amount due under this Agreement, including any of the Expenses set forth in section 10 hereof or the Severance Costs set forth in section 11 hereof, by the applicable due date, Purchaser shall be allowed up to sixty (60) calendar days to cure, following service of a notice or demand for payment by Vendor. Regardless of when the notice or demand for payment is served by Vendor, it shall not be deemed effective until the payment at issue is in arrears by at least ten (10) calendar days. Failure to make payment on or before the expiry of the cure period shall be deemed a material breach of this Agreement entitling Vendor to immediately terminate this Agreement. In addition, Vendor shall be entitled but not obliged to charge Purchaser interest or the overdue amount from the due date up to the date of actual payment at the rate of 6% per annum, and such interest charge shall not be deemed a waiver of any of the Vendor's other rights hereunder, including the right to terminate for nonpayment. Time shall be of the essence with respect to all payments due under this Agreement. All payments are irrevocable and non-refundable.

14. Vendor Representations and Warranties. Vendor represents and warrants that:

(a) Vendor is the sole registrant of the Domain Name and Vendor has all necessary authority and right to enter into this Agreement and perform its obligations hereunder and, in particular, to lease and subsequently transfer all title and ownership of the Domain Name and associated Marks to Purchaser as provided in this Agreement, free and clear of all liens, charges, encumbrances and security interests of any third party;

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(b) there is no contract, option or any other right of any person binding upon Vendor to sell, transfer, assign, license or otherwise dispose of or encumber the Domain Name other than pursuant to the provisions of this Agreement; and

(c) to the best of Vendor's knowledge, the use of the Domain Name by Vendor does not infringe or otherwise violate any rights of any other person and Vendor has not received any claims or allegations of infringement arising from the Domain Name or the use thereof.

15. Purchaser Representations and Warranties. Purchaser represents and warrants that:

(a) it is a company in good standing under the laws of the jurisdiction of its incorporation;

(b) it has all necessary power and authority to enter into this Agreement and perform its obligations hereunder; and

(c) it is not resident in Canada for purposes of the Excise Tax Act, and if during the Term Purchaser is deemed a resident in Canada for purposes of the Excise Tax Act, Purchaser will pay GST on the Fees and Purchase Price as applicable.

16. Term. Subject to paragraph 17, the term of the lease arrangements hereunder (the "Term") shall commence on the Effective Date and shall terminate upon the earliest of Purchaser's full payment of the Purchase Price and all Severance Costs and Expenses or eighteen (18) calendar months from the Effective Date.

17. Termination by Vendor. Vendor may terminate this Agreement, at its sole discretion, if:

(a) Purchaser fails to timely make any of the payments pursuant to paragraph 13, in full, that are due under this Agreement including Expenses and Severance Costs; or

(b) Purchaser materially breaches this Agreement with respect to non-payment related terms and fails to cure such breach on or before the tenth (10th) business day after Vendor has given notice in writing to Purchaser specifying such breach.

18. Indemnity of Purchaser. The Vendor hereby agrees to indemnify and hold harmless the Purchaser from and against any claims, cost, liabilities or proceedings that any Consultant may have incurred or may take to the course of his employment and in relation to the period of his employment with Vendor or its parent, Live Current Media Inc., or that may be brought against the Consultant or the Purchaser in respect or the same. This paragraph shall survive the expiration or termination of this Agreement.

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19. Notice. Any notice or other communication ("Notice") required or permitted be given under this Agreement shall be deemed given when sent to the parties as follows:

(a) If to Purchaser: By courier sent to:

The Directors

Global Cricket Ventures Limited

4th Floor

Ebene Skies

Rue de l'Institut

Ebene, Mauritius

And a copy sent via facsimile to + 230 404 2188

(b) If to Vendor: By courier sent to:

Live Current Media, Inc.

Attn: Chief Executive Officer

375 Water Street, Suite 645

Vancouver, BC V6B 5C6

And a copy sent via email to all of the fallowing email addresses:

hampson.geoff@gmail.com

amy@livecurrent.com

chantal@livecurrent.com

and a copy sent via facsimile to (604) 453-4871.

20. Currency. All dollar amounts in this Agreement are stated and payable in U.S. dollars.

21. Fees and Taxes. Purchaser and Vendor shall each he responsible for payment of their own fees, costs and expenses incurred in connection with the lease and transfer of the Domain Name. Purchaser shall pay any taxes relating to this Agreement for which it may be responsible, including but not limited to any sales or withholding taxes, without deduction from the amounts payable to Vendor.

22. Further Assurances. The parties hereto will execute and deliver such further and other documents and do all such other things and acts as will be necessary or proper to carry out the purpose and intent of this Agreement.

23. Governing Law and Jurisdiction. This Agreement shall he governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein. The courts of British Columbia sitting in the City of Vancouver will have exclusive jurisdiction over this Agreement, including its enforcement and any dispute regarding its interpretation and application, and the parties hereby irrevocably submit to the jurisdiction of those courts for those purposes.

24. Successors and Assignor. This Agreement shall enure to the benefit of and be binding on the parties and their respective successors and assigns.

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25. Entire Agreement. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all previous communications, representations, understandings and agreements, whether oral or written, between the parties with respect to the subject matter of this Agreement. This Agreement may not be amended, except in a writing signed by both parties.

26. Non-Waiver. The failure of either party to this Agreement at any time to require performance by the other party o f any provision hereof will in no way affect the full right to require such performance at any time thereafter.

27. Severability. If any provision of this Agreement is declared void, illegal, invalid or unenforceable in whole or in part, such provision shall be severable from all other provisions herein and will nor affect or impair the validity or enforceability of any other provision of this Agreement.

28. Relationship of the Parties. The relationship existing between the parties hereto is that of independent contractors for the specific purposes, objectives and advantages described and set forth herein. This Agreement shall not constitute or be deemed to constitute either of the parties hereto as partner, employer, employees agent, legal representative or otherwise of the other party and nothing contained in or relating to this agreement shall give any party the right or authority to bind the other party hereto legally or equitably.

29. Construction. The Parties acknowledge that this Agreement was negotiated between them and shall not be construed against either party on the grounds of authorship.

30. Headings. Paragraph headings contained in this Agreement are solely for the purpose of aiding speedy location of subject matter and are not in any sense to be given weight in the construction of this Agreement.

31. Counterparts and Delivery. This Agreement may be executed by the parties hereto in counterparts, each of which when so executed and delivered shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. This Agreement may delivered by facsimile or other electronic transmission, and any facsimile or scanned signatures will be deemed to be originals.

IN WITNESS WHEREOF the parties have executed and delivered this Agreement as of the date first written above.

DOMAIN HOLDINGS INC.	GLOBAL CRICKET VENTURES LIMETED


/s/ C. Geoffrey Hampson	/s/ S. Sivaramen
By: C. Geoffrey Hampson	By: S. Sivaramen
Its: CEO	Its: Director

EX-10.3 4 livecurrent_8k-ex1003.htm HARJEET TAGGAR SETTLEMENT AGREEMENT livecurent_8k-ex1003.htm

Exhibit 10.3

SETTLEMENT AGREEMENT AND RELEASE

This Settlement Agreement and Release (“Agreement”) is entered into by and between Live Current Media Inc. and its subsidiaries (collectively, “Company”), on the one hand, and Harjeet Taggar, an individual (“Mr. Taggar”), on the other hand.

Recitals

1.	Mr. Taggar was employed by the Company as Project Manager for the web site “Cricket.com” and related business initiatives (collectively, the “Cricket Business”).

On August 25, 2009, the Company entered an agreement to sell its Cricket Business to a third party, which resulted in the elimination of Mr. Taggar’s position and the termination of his employment without cause under the terms of his March 25, 2008 employment agreement (the “Employment Agreement”) with the Company. Mr. Taggar’s termination is effective August 31, 2009 (the “Termination Date”).

The Company owes Mr. Taggar consideration in the form of $167,112.00 cash (the “Cash Consideration”) and future distributions of 91,912 shares of common stock of the Company (the “Distribution Shares”), pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated March 25, 2008, by and among the Company, Communicate.com Delaware, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (the “Merger Subsidiary”), Entity, Inc., a Delaware corporation (“Entity”), Harjeet Taggar, Kulveer Taggar and Patrick Collison, the founding members of Entity (each a “Founder” and collectively, the “Founders”) and Harjeet Taggar as representative of the shareholders of Entity.

4.	Under the terms of Mr. Taggar’s Employment Agreement, Mr. Taggar remains entitled to the Distribution Shares if his employment is terminated without cause.

Because Mr. Taggar’s position has been eliminated and his employment terminated, the Company and Mr. Taggar desire to settle and resolve all possible disputes between them relating to the Merger Agreement, the Employment Agreement, Mr. Taggar’s employment with the Company and Mr. Taggar’s termination, on the terms set forth herein.

NOW THEREFORE, in consideration of the foregoing, and of the mutual covenants and conditions contained herein, the Company and Mr. Taggar agree as follows:

Terms and Conditions

In consideration of Mr. Taggar’s execution of this Agreement, the Company agrees to pay Mr. Taggar severance in the lump sum amount of $30,000.00. The severance payment shall be subject to the Company’s normal payroll practices and shall be made on the next regular company payday following the Termination Date.

As further consideration of the Company’s and Mr. Taggar’s execution of this Agreement, Mr. Taggar agrees to compromise the amounts of cash and stock due to him under the Merger Agreement and the Company agrees to pay Taggar a total of $150,400.80 in full and final settlement of all cash and stock consideration owed to Mr. Taggar under the Merger Agreement, as follows:

The Company shall pay Mr. Taggar $37,600.20 (representing 25%) with 7 business days of execution of this Agreement;

The balance of $112,800.60 shall be paid in full on October 1, 2009; if the entire balance is not paid in full by October 1, 2009, any unpaid balance shall accrue simple interest at the rate of 10% per annum until paid in full;;

Mr. Taggar agrees to waive, and hereby waives, any and all right and entitlement to the Distribution Shares owed under the Merger Agreement.

Mr. Taggar acknowledges that he is not entitled to any other compensation, benefit, or payment from the Company whether under the Merger Agreement, pursuant to his employment, or otherwise, other than that expressly set forth in this Agreement. Mr. Taggar further agrees that the amounts paid under this Agreement, including the severance payment, may be applied as a set-off against any later claim that he may make.

Mr. Taggar acknowledges that he has not relied upon the Company or its legal counsel or accountants for any advice in connection with the tax treatment of this payment. Mr. Taggar agrees to indemnify and hold the Company harmless from any and all claims or liability, including costs and legal fees, incurred as a result of Mr. Taggar’s tax treatment of this payment.

On or before August 31, 2009, Mr. Taggar will return all company property to the Company, including but not limited to the Company’s laptop computer used by Mr. Taggar. Mr. Taggar and the Company understand and agree that the term “company property” will be given its broadest meaning and will include, without limitation, all company equipment, access codes, documents and electronic files.

Mr. Taggar acknowledges that the Company’s business and future success depends on preservation of its trade secrets and other confidential, proprietary information concerning the Company, its affiliates, suppliers, and customers (“Secrets”). Proprietary information means information, ideas and materials of or about the Company or its affiliates, employees, customers, or others with whom the Company conducts business. These Secrets include, without limitation: marketing policies and practices; supplier identity and costs; contract renewal dates; employee lists and compensation; and other such business information. Mr. Taggar warrants and agrees that he will keep these Secrets confidential and will not use or disclose them for any reason, unless required to do so by law. Nothing in this provision shall limit the right and obligation of Mr. Taggar to provide truthful information when the law so requires.

The parties agree that this Agreement imposes the duty of good faith on all parties, that this Agreement sets forth completely the terms of the parties’ agreement and understanding, that this Agreement supersedes any and all prior agreements or understandings, both oral and written, and that this Agreement cannot be modified without the express written consent of the parties hereto.

General Release. Mr. Taggar, on behalf of himself, his heirs, executors, administrators, and assigns, does hereby waive and release the Company, its parents, affiliates, subsidiaries, or related entities, its successors and assigns, and each of their present and former directors, officers, employees, agents and attorneys, both individually and in their representative capacities, from any and all claims (including any claim to legal fees, long term disability and any other payment under the Merger Agreement, the Employment Agreement, or any statute, code or otherwise), damages, causes of action, or disputes of any kind or nature, whether presently known or unknown. This release is comprehensive and includes all claims (including claims under the Merger Agreement, the Employment Agreement, or Employment Standards, Human Rights, or Workplace Safety legislation), damages, causes of action, or disputes based upon acts or omissions occurring or which could be alleged to have occurred prior to the date of this Agreement.

9.	Mr. Taggar warrants and affirms that he has not sold, transferred, or otherwise assigned all or any of his interest in any of his claims or causes of action released herein and that he is the only person or entity empowered to release said claims.

10.

Mr. Taggar warrants that he has not and agrees he will not file any charge or complaints with any federal, provincial, state, or local government entity or any regulatory or civil action concerning any issues relating to his employment with the Company, the termination of that employment, or the Merger Agreement.

11.	No part of this Agreement or the decision of any party to resolve these matters and enter into this Agreement shall be construed as an admission of wrongdoing or liability.

12.	All dollar amounts in this Agreement are stated and payable in U.S. dollars.

13.

In the event that any provision of the Agreement or compliance by any of the parties with any provision of this Agreement shall constitute a violation of any law, then such provision, to the extent only that it is so in violation, shall be deemed ineffective and unenforceable and shall be separable from the remaining provisions of the Agreement, which provisions shall remain binding on the parties.

14.	The terms and conditions of this Agreement shall be binding upon and inure to the benefits of the parties hereto and their respective heirs, successors, personal representatives, and assigns.

15.	The prevailing party will be entitled to costs and reasonable legal fees incurred in any action to enforce or address an alleged violation of the provisions of this Agreement.

16.

This Agreement shall be governed by the laws of the Province of British Columbia, without reference to its choice of law rules. The courts of British Columbia sitting in the City of Vancouver will have exclusive jurisdiction over this Agreement, including its enforcement and any dispute regarding its interpretation and application, and the parties hereby irrevocably submit to the jurisdiction of those courts for those purposes.

17.	This Agreement may be executed in one or more counterparts, all of which together shall constitute one Agreement, and each of which separately shall constitute an original document.

18.

The parties signing below hereby warrant and represent that (1) this Agreement is being entered into freely, knowingly, and voluntarily; (2) this Agreement is fair and equitable; (3) any and all conditions to the execution, validity, or enforceability of this Agreement have been met; and (4) this Agreement is valid, binding, and enforceable.

19.

Mr. Taggar further warrants that: (1) he has read this Agreement and finds that it is written in a manner that he understands; (2) he understands that this Agreement does not waive rights or claims that may arise after the date this Agreement is executed; (3) he has been advised that he has the right to consult with legal counsel prior to executing this Agreement and has had a reasonable opportunity for independent advice; and (4) he has signed this Agreement as his free and voluntary act.

THE UNDERSIGNED HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND AND AGREE TO IT.

/s/ Harjeet Taggar	August 27, 2009
Harjeet Taggar	Date

/s/ Chantal Iorio	August 27, 2009
Witnessed by: Chantal Iorio	Date


Live Current Media Inc.



/s/ Mark Melville	August 27, 2009
Mark Melville	Date
President & Chief Development Officer

EX-10.4 5 livecurrent_8k-ex1004.htm KULVEER TAGGAR SETTLEMENT AGREEMENT livecurent_8k-ex1004.htm

Exhibit 10.4

SETTLEMENT AGREEMENT AND RELEASE

This Settlement Agreement and Release (“Agreement”) is entered into by and between Live Current Media Inc. and its subsidiaries (collectively, “Company”), on the one hand, and Kulveer Taggar, an individual (“Mr. Taggar”), on the other hand.

Recitals

1.	Mr. Taggar was employed by the Company as Project Manager for the web site “Cricket.com” and related business initiatives (collectively, the “Cricket Business”).

4.	Under the terms of Mr. Taggar’s Employment Agreement, Mr. Taggar remains entitled to the Distribution Shares if his employment is terminated without cause.

NOW THEREFORE, in consideration of the foregoing, and of the mutual covenants and conditions contained herein, the Company and Mr. Taggar agree as follows:

Terms and Conditions

The Company shall pay Mr. Taggar $37,600.20 (representing 25%) with 7 business days of execution of this Agreement;

Mr. Taggar agrees to waive, and hereby waives, any and all right and entitlement to the Distribution Shares owed under the Merger Agreement.

General Release. Mr. Taggar, on behalf of himself, his heirs, executors, administrators, and assigns, does hereby waive and release the Company, its parents, affiliates, subsidiaries, or related entities, its successors and assigns, and each of their present and former directors, officers, employees, agents and attorneys, both individually and in their representative capacities, from any and all claims (including any claim to legal fees, long term disability and any other payment under the Merger Agreement, the Employment Agreement or any statute, code or otherwise), damages, causes of action, or disputes of any kind or nature, whether presently known or unknown. This release is comprehensive and includes all claims (including claims under the Merger Agreement, the Employment Agreement or Employment Standards, Human Rights, or Workplace Safety legislation), damages, causes of action, or disputes based upon acts or omissions occurring or which could be alleged to have occurred prior to the date of this Agreement.

9.	Mr. Taggar warrants and affirms that he has not sold, transferred, or otherwise assigned all or any of his interest in any of his claims or causes of action released herein and that he is the only person or entity empowered to release said claims.

10.

11.	No part of this Agreement or the decision of any party to resolve these matters and enter into this Agreement shall be construed as an admission of wrongdoing or liability.

12.	All dollar amounts in this Agreement are stated and payable in U.S. dollars.

13.

14.	The terms and conditions of this Agreement shall be binding upon and inure to the benefits of the parties hereto and their respective heirs, successors, personal representatives, and assigns.

15.	The prevailing party will be entitled to costs and reasonable legal fees incurred in any action to enforce or address an alleged violation of the provisions of this Agreement.

16.

17.	This Agreement may be executed in one or more counterparts, all of which together shall constitute one Agreement, and each of which separately shall constitute an original document.

18.

19.

THE UNDERSIGNED HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND AND AGREE TO IT.

/s/ Kulveer Taggar	August 27, 2009
Kulveer Taggar	Date

/s/ Chantal Iorio	August 27, 2009
Witnessed by: Chantal Iorio	Date


Live Current Media Inc.


/s/ Mark Melville	August 27, 2009
Mark Melville	Date
President & Chief Development Officer