Exhibit 10.20


 





 


INDEPENDENT CONTRACTOR AGREEMENT


 


This Independent Contractor
Agreement (“Agreement”) is entered into as of the date set forth on the signature page (the “Effective
Date”), between Faze Clan Inc. a Delaware corporation, together with any of its successors or assigns (collectively,
“Company”), and the contractor identified on the signature page hereto (“Contractor”).


 


1. SERVICES


 


1.1 Statements
of Work. From time to time, Company and Contractor may execute one or more statements of work, substantially in the form attached
hereto as Exhibit A, that describe the specific services to be performed by Contractor (as executed, a “Statement of
Work”). Each Statement of Work will expressly refer to this Agreement, will form a part of this Agreement, and will be subject
to the terms and conditions contained herein. A Statement of Work may be amended only by written agreement of the parties.


 


1.2 Performance
of Services. Contractor will perform the services described in each Statement of Work (the “Services”) and
shall deliver to Company the deliverables, designs, products, documentation and other materials specified in the Statement of Work (individually
or collectively, “Deliverables”), in a prompt, diligent and workmanlike manner, at a level of proficiency to
be expected of a contractor with the background and experience that Contractor has represented it has, and all in accordance with the
terms, conditions and schedules set forth in each such Statement of Work and this Agreement. In addition, Contractor shall provide Contractor’s
own tools, instruments and equipment and place of performing the Services, unless otherwise agreed.


 


2. PAYMENT


 


2.1 Fees.
As Contractor’s sole compensation for the performance of Services, Company will pay Contractor the fees specified in each Statement
of Work in accordance with the terms set forth therein. Without limiting the generality of the foregoing Contractor acknowledges and agrees
that, if specified in the Statement of Work, Company’s payment obligation will be expressly subject to Contractor’s completion
or achievement of certain milestones to Company’s reasonable satisfaction.


 


2.2 Expenses.
Unless otherwise explicitly provided in the Statement of Work, Company will not reimburse Contractor for any out-of-pocket travel,
lodging or related expenses incurred by Contractor in connection with Contractor’s performance of Services. If the
Statement of Work explicitly provides for any such expenses to be reimbursed by the Company, it shall nevertheless be a condition to
such reimbursement that all expenses that exceed $500 be pre-approved in writing by the Company. As a condition for reimbursement,
Contractor will furnish Company with copies of receipts and other customary documentation for any expenses for which Contractor
requests reimbursement hereunder.


 


2.3 Payment
Terms. All fees and other amounts set forth in the Statement of Work, if any, are stated in and are payable in U.S. dollars.
Unless otherwise provided in a Statement of Work, Contractor will invoice Company on a monthly basis for all fees and expenses
payable to Contractor. Company will pay the full amount of each such invoice within thirty (30) days following receipt thereof,
except for any amounts that Company disputes in good faith. The parties will use their respective commercially reasonable efforts to
promptly resolve any such payment disputes.


 






     


     


    

 


3. RELATIONSHIP
OF THE PARTIES


 


3.1 Independent Contractor.
Contractor is an independent contractor and nothing in this Agreement will be construed as establishing an employment or agency
relationship between Company and Contractor. Contractor has no authority to bind Company by contract or otherwise. Contractor will
perform Services under the general direction of Company, but Contractor will determine, in Contractor’s sole discretion, the
manner and means by which Services are accomplished, subject to the requirement that Contractor will at all times comply with
applicable law. Contractor agrees not to contest Contractor’s designation as an independent contractor.


 


3.2 Taxes and Employee Benefits. Contractor will
report to all applicable government agencies as income all compensation received by Contractor pursuant to this Agreement.
Contractor will be solely responsible for payment of all withholding taxes, social security, workers’ compensation,
unemployment and disability insurance or similar items required by any government agency. Contractor will not be entitled to any
benefits paid or made available by Company to its employees, including, without limitation, any vacation or illness payments, or to
participate in any plans, arrangements or distributions made by Company pertaining to any bonus, stock option, profit sharing,
insurance or similar benefits. Contractor will indemnify and hold Company harmless from and against all damages, liabilities,
losses, penalties, fines, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising
out of or relating to any obligation imposed by law on Company to pay any withholding taxes, social security, unemployment or
disability insurance or similar items in connection with compensation received by Contractor pursuant to this Agreement.


 


3.3 Liability Insurance. Contractor acknowledges
that Company will not carry any liability insurance on behalf of Contractor. Contractor will maintain in force adequate liability
insurance to protect Contractor from claims of personal injury (or death) or tangible or intangible property damage (including loss
of use) that arise out of any act or omission of Contractor.


 


4. OWNERSHIP


 


4.1 Disclosure of Work
Product. Contractor has and will, as an integral part of the performance of Services, disclose in writing to Company all
inventions, products, designs, drawings, notes, documents, information, documentation, improvements, works of authorship, processes,
techniques, know-how, algorithms, specifications, biological or chemical specimens or samples, hardware, circuits, computer
programs, databases, user interfaces, encoding techniques, trademarks, service marks, trade dress and other materials of any kind
that Contractor has or may make, conceive, develop or reduce to practice, alone or jointly with others, in connection with
performing Services, or that result from or that are related to such Services, whether or not they are eligible for patent,
copyright, mask work, trade secret, trademark, service mark, trade dress or other legal protection (collectively,
“Contractor Work Product”). Contractor Work Product includes without limitation any Deliverables that
Contractor delivers to Company pursuant to Section 1.3.


 


4.2 Ownership of  Contractor Work
Product. Contractor and Company agree that, to the fullest extent permitted by applicable law, each item of Contractor Work
Product will be owned exclusively by Company. Contractor agrees that, regardless of the classification of a particular item of
Contractor Work Product, all Contractor Work Product and, to the extent applicable, all goodwill associated with the Work Product,
will be the sole and exclusive property of Company. Contractor hereby irrevocably transfers and assigns to Company, and agrees to
irrevocably transfer and assign to Company, all right, goodwill, title and interest in and to the Contractor Work Product, including
all of the following rights therein and thereto both worldwide and throughout the universe: patent rights (including patent
applications and disclosures), copyright rights, trademark rights, service mark rights, trade dress rights, mask work rights, trade
secret rights, know-how, and any and all other intellectual property or proprietary rights (collectively, “Intellectual
Property Rights”). At Company’s request and expense, during and after the term of this Agreement, Contractor
will assist and cooperate with Company in all respects, and will execute documents, and will take such further acts reasonably
requested by Company to enable Company to acquire, transfer, maintain, perfect and enforce its Intellectual Property Rights and
other legal protections for the Contractor Work Product. Contractor hereby appoints the officers of Company as Contractor’s
attorney-in-fact to execute documents on behalf of Contractor for this limited purpose. Contractor hereby agrees and agreed not to
contest Company’s exclusive, complete and unrestricted ownership in and to the Contractor Work Product.


 






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Independent Contractor Agreement
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4.3 Moral Rights. To the
fullest extent permitted by applicable law, Contractor also hereby irrevocably transfers and assigns to Company, and agrees to
irrevocably transfer and assign to Company, and waives and agrees never to assert, any and all Moral Rights (as defined below) that
Contractor may have in or with respect to any Contractor Work Product, during and after the term of this Agreement.
“Moral Rights” mean any rights to claim authorship of a work, to object to or prevent the modification or
destruction of a work, to withdraw from circulation or control the publication or distribution of a work, and any similar right,
existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right
as called or generally referred to as a “moral right.”


 


4.4 Related Rights.
To the extent that Contractor owns or controls (presently or in the future) any patent rights, copyright rights, mask work rights, trade
secret rights, trademark rights, service mark rights, trade dress or any other intellectual property or proprietary rights that may block
or interfere with, or may otherwise be required for, the exercise by Company of the rights assigned to Company under this Agreement (collectively,
“Related Rights”), Contractor hereby grants or will cause to be granted to Company a non-exclusive, royalty-free,
irrevocable, perpetual, transferable, worldwide license (with the right to sublicense) to make, have made, use, offer to sell, sell,
import, copy, modify, create derivative works based upon, distribute, sublicense, display, perform and transmit any products, software,
hardware, methods or materials of any kind that are covered by such Related Rights, to the extent necessary to enable Company to exercise
all of the rights assigned to Company under this Agreement.


 


5. CONFIDENTIAL
INFORMATION. For purposes of this agreement, “Confidential Information” means any trade secrets and confidential
information involving the operations of the company which derive economic value, actual or potential, from not being generally known to,
and not readily ascertainable by proper means by, other persons who can obtain economic value from their disclosure or use including,
without limitation: (i) any information, materials or knowledge regarding company and its business, financial condition, products, services,
programming techniques, customers, suppliers, technology or research and development that is disclosed to Contractor or to which Contractor
has access in connection with performing services; (ii) the Contractor work product; (iii) the terms and conditions of this agreement;
(iv) any information that is marked “confidential” or in some comparable manner; and (v) any information that is otherwise
confidential or proprietary information. Confidential Information will not include any information that: (a) is or becomes part of the
public domain through no fault of Contractor; (b) was rightfully in Contractor’s possession at the time of disclosure, without restriction
as to use or disclosure; or (c) Contractor rightfully receives from a third party who has the right to disclose it and who provides it
without restriction as to use or disclosure. At all times, both during Contractor’s engagement by Company as an independent contractor
and after its termination, and to the fullest extent permitted by law, Contractor agrees to hold all Confidential Information in strict
confidence, not to use it in any way, commercially or otherwise, except in performing services, and not to disclose it to others. Contractor
further agrees to take all actions reasonably necessary to protect the confidentiality of all Confidential Information. Nothing in this
section 5 or otherwise in this agreement shall limit or restrict in any way Contractor’s immunity from liability for disclosing
Company’s trade secrets as specifically permitted by 18 U.S. code section 1833, which provide as follows:


 


Immunity from liability for confidential disclosure
of a trade secret to the government or in a court filing. An individual shall not be held criminally or civilly liable under any federal
or state trade secret law for the disclosure of a trade secret that (a) is made, (i) in confidence to a federal, state, or local government
official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected
violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under
seal.


 


Use of trade secret information in anti-retaliation
lawsuit. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the
trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (a) files
any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order.


 


6. WARRANTIES


 


6.1 No
Pre-existing Obligations. Contractor represents and warrants that Contractor has no pre-existing obligations or commitments (and will
not assume or otherwise undertake any obligations or commitments) that would be in conflict or inconsistent with or that would hinder
Contractor’s performance of its obligations under this Agreement.


 




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6.2 Performance Standard. Contractor represents
and warrants that Services will be performed in a thorough and professional manner, consistent with high professional and industry
standards by individuals with the requisite training, background, experience, technical knowledge and skills to perform
Services.


 


6.3 Non-infringement.
Contractor represents and warrants that the Contractor Work Product will not infringe, misappropriate or violate the rights of any
third party, including, without limitation, any Intellectual Property Rights or any rights of privacy or rights of publicity, except
to the extent any portion of the Contractor Work Product is created, developed or supplied by Company or by a third party on behalf
of Company.


 


6.4 Competitive Activities. During the term of
this Agreement, Contractor will not, directly or indirectly, in any individual or representative capacity, engage or participate in
or provide services to any business that is competitive with the types and kinds of business being conducted by Company.


 


6.5 Non-Solicitation of Personnel. During the
term of this Agreement and for a period of two (2) years thereafter, Contractor will not directly or indirectly solicit the services
of any Company employee or consultant for Contractor’s own benefit or for the benefit of any other person or entity.


 


7. INDEMNITY. Contractor will defend, indemnify
and hold company harmless from and against all claims, damages, liabilities, losses, expenses and costs (including reasonable fees
and expenses of attorneys and other professionals) arising out of or resulting from:


 


(a) any
action by a third party against Company that is based on a claim that any Services performed under this Agreement, or the results of such
Services (including any Contractor Work Product), or Contractor’s use thereof, infringe, misappropriate or violate such third party’s
Intellectual Property Rights; and


 


(b) any action by a
third party against Company that is based on any act or omission of Contractor and that results in: (i) personal injury (or death)
or tangible or intangible property damage (including loss of use); or (ii) the violation of any statute, ordinance, or
regulation.


 


 8. TERM AND TERMINATION


 


8.1 Term. This Agreement will commence on the
Effective Date and, unless terminated earlier in accordance with the terms of this Agreement, will remain in force and effect for as
long as Contractor is performing Services pursuant to a Statement of Work.


 


8.2 Termination for Breach. Either party may
terminate this Agreement (including all Statements of Work) if the other party breaches any material term of this Agreement and
fails to cure such breach within thirty (30) days following written notice thereof from the non-breaching party.


 


8.3 Termination for Convenience. Company may
terminate this Agreement (including all Statements of Work) at any time, for any reason or no reason, upon at least ten (10) days
written notice to Contractor. Company may also terminate an individual Statement of Work at any time, for any reason or no reason,
upon at least ten (10) days written notice to Contractor.


 






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8.4 Effect of Termination. Upon the expiration
or termination of this Agreement for any reason: (i) Contractor will promptly deliver to Company all Contractor Work Product,
including all work in progress on any Contractor Work Product not previously delivered to Company, if any; (ii) Contractor will
promptly deliver to Company all Confidential Information in Contractor’s possession or control; and (iii) Company will pay
Contractor any accrued but unpaid fees due and payable to Contractor pursuant to Section 2.


 


8.5 Survival. The rights and obligations of the
parties under Sections 2, 3.2, 3.3, 4, 5, 6.3, 6.5, 7, 8.4, 8.5, 9 and 10 will survive the expiration or termination of this
Agreement.


 


9. LIMITATION
OF LIABILITY. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND
IN CONNECTION WITH THIS AGREEMENT, EVEN IF COMPANY HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.


 


10. NON-DISPARAGEMENT.
Contractor will not make public, or cause to be made public, any statements, observations, or opinions, or communicate any information
(whether oral or written), that disparages or is likely in any way to harm the reputation of the company, its officers, employees, customers,
users and/or business partners.


 


11. GENERAL


 


11.1 Assignment. Contractor may not assign or
transfer this Agreement, in whole or in part, without Company’s express prior written consent. Any attempt to assign this
Agreement, without such consent, will be void. Subject to the foregoing, this Agreement will bind and benefit the parties and their
respective successors and assigns.


 


11.2 No Election of Remedies. Except as
expressly set forth in this Agreement, the exercise by Company of any of its remedies under this Agreement will not be deemed an
election of remedies and will be without prejudice to its other remedies under this Agreement or available at law or in equity or
otherwise.


 


11.3 Equitable Remedies. Because the Services
are personal and unique and because Contractor will have access to Confidential Information of Company, Company will have the right
to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without having to
post a bond or other consideration, in addition to all other remedies that Company may have for a breach of this Agreement at law or
otherwise.


 


11.4 Attorneys’ Fees. If any action is
necessary to enforce the terms of this Agreement, the substantially prevailing party will be entitled to reasonable attorneys’
fees, costs and expenses in addition to any other relief to which such prevailing party may be entitled.


 


11.5 Governing Law and
Arbitration. This Agreement will be governed by and construed in accordance with the laws of the State of California, excluding
its body of law controlling conflict of laws. Any dispute, claim or controversy arising out of or relating to this Agreement or the
interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall
be determined exclusively by mandatory, binding, and confidential arbitration in Los Angeles, California before one arbitrator,
administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures
in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from
seeking provisional remedies in aid of arbitration which will be brought exclusively in the federal or state courts located in
California and the parties irrevocably consent to the personal jurisdiction and venue therein. Contractor shall have the right, upon
written notice to Company’s Human Resources Director at any time prior to or concurrent with signing this Agreement to opt out
of the arbitration provisions set forth above (an “Opt-Out Notice”). Once delivered to Company, the Opt-Out Notice is
revocable at any time upon written agreement by Company and Contractor.


 






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11.6 Notices.
All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given:
(i) when delivered personally; (ii) one (1) business day after deposit with a nationally-recognized express courier, with written
confirmation of receipt; or (iii) three (3) business days after having been sent by registered or certified mail, return receipt
requested, postage prepaid. All such notices will be sent to the addresses set forth above or to such other address as may be
specified by either party to the other party in accordance with this Section.


 


11.7 Class Action, Collective
Action and Representative Action Waiver. Because the parties intend to resolve any particular dispute as quickly as possible,
the Arbitrator shall not have the authority to consolidate the claims of other contractors and employees into a single proceeding,
to fashion a proceeding as a class, collective, or representative action, or to award relief to a class or group of contractors and
employees. All claims covered by this Agreement are intended to be brought and resolved on an individual basis. Both you and the
Company are waiving any right to bring claims as class, collective, or representative actions.


 


11.8 Jury Trial. Each party
hereto knowingly, voluntarily and intentionally hereby irrevocably waives, to the fullest extent permitted by applicable law, any right
it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement.


 


11.9 Severability.
If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions
of this Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the
maximum extent permissible by law.


 


11.10 Waiver. The failure
by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.


 


11.11 Entire Agreement.
No term of any Statement of Work will be deemed to amend the terms of this Agreement unless the Statement of Work references a specific
provision in this Agreement and provides that the Statement of Work is amending only that specific provision of this Agreement and only
with respect to Services performed pursuant to such Statement of Work. Any waiver, modification or amendment of any provision of this
Agreement will be effective only if in writing and signed by the parties hereto. This Agreement, together with all Statements of Work,
constitutes the complete and exclusive understanding and agreement of the parties with respect to its subject matter and supersedes all
prior understandings and agreements, whether written or oral, except those specifically set forth and described on Exhibit A.


 


11.12 Counterparts. This Agreement may be executed in counterparts,
each of which will be deemed an original, but all of which together will constitute one and the same instrument. A signature transmitted
by facsimile or in a PDF file shall have the same effect as an original signature. Each Party represents and warrants that the representatives
signing this Agreement on its behalf has all right and authority to bind and commit that Party to the terms and conditions of this Agreement.


 


IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date set below.


 





	FAZE CLAN INC.


	 	HELEN WEBB


	 
	 	 	 	 	 	 
	By:
	/s/ Tammy Brandt
	 	By:
	/s/ Helen Webb




	 
	 	 	 	 	 	 
	Name:	Tammy
      Brandt,
	 	DATE: May 26,
  2022	 



 









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EXHIBIT A


STATEMENT OF WORK


NAME: HELEN WEBB


 


This Statement of Work Number 1 is issued under and
subject to all of the terms and conditions of the Independent Contractor Agreement (the “Agreement”).


 


1. Description
of Services


 


Time Frame: Three months minimum (the
“Minimum Term”) beginning on June 1, 2022, subject to renewal on mutually agreed terms. Notwithstanding Section 8.3 of the
Agreement, neither Contractor nor Company will terminate the Agreement or this Statement of Work prior to expiration of the Minimum Term,
unless the other party is in material breach of the Agreement (which is not cured). The Company will provide feedback on Contractor’s
performance at least once every thirty (30) days.


 


Description: Contractor will serve as Interim CFO to the
Company and in that role will (a) be disclosed as the Company’s Interim CFO in future public filings, (b) sign necessary securities
and other finance-related documentation, along with the CEO, as applicable, as Interim CFO; (c) work with the finance department and other
relevant departments on implementing processes and procedures; and (d) perform such other services as shall be reasonably requested by
Company from time to time.


 


Place of Services: For the first three weeks of the Term,
Contractor shall be in Los Angeles (office or other location nearby, such as CEO house) a minimum of two (2) days a week. After that initial
three weeks, it is anticipated that Contractor will continue to increase the number of days at the office as commercially necessary and
as reasonably agreed between Contractor and Company.


 


2. Payment Terms;
Equipment


 


$27,500 per month for a total of $82,500
for the Minimum Term, payable monthly. Notwithstanding Section 2.3 of the Agreement, Contractor is not obligated to provide an invoice
but will provide Company with whatever reasonable documentation Company requests to evidence receipt of his payment.


 


Given the specific nature of the Contractor’s
services, the Company will provide a laptop, two monitors, a headset, keyboard and mouse for Contractor’s use until this Agreement
is terminated. Contractor will provide the equipment back to the Company upon the termination of the Agreement, subject to only normal
wear and tear.


 


3. Conflicting
Work


 


Contractor agrees that during the Minimum
Term and any renewal thereof, Contractor will not, directly or indirectly, participate in or provide similar services to any business
that provides products or services in gaming and/or esports. Contractor further agrees that during normal business hours Contractor will
be exclusively available to Company and will not provide services to another business hours Contractor will be exclusively available to
Company and will not provide services to another business.


 





	Initials: 	TB (Company)
	 	 
		HW (Contractor)