Exhibit 10.3


 


 


BUSINESS CONSULTING AGREEMENT


 


 


THIS BUSINESS CONSULTING AGREEMENT, effective
March 20, 2013, is entered into by Infinity Holdings, Ferrare Bldg. 6F, 1-24-15 Ebisu, Shibuya-ku, Tokyo 150-0013, Japan (herein
called CONSULTANT) and Your Event, Inc., having his principal place of business at 1601 Pacific Coast Highway Suite 250, Hermosa
Beach, CA 90254 (herein called CLIENT).


 


ARTICLE I


BACKGROUND OF AGREEMENT


 


CONSULTANT
represents that they are seeking business opportunities for the CLIENT, specifically sports memorabilia to sell in the U.S. (herein
called BRAND). The CONSULTANT represents they have a business relationship in place with different people and business entities
in order to help the CLIENT build their business operations in the U.S. CONSULTANT, for good and valuable consideration is prepared
to help the CLIENT obtain rights, title and interest to market the BRAND, subject to certain terms and conditions. This includes
without limitation: a) support towards obtaining licenses; b) provide necessary personnel to conduct business in the US; c) support
product development and sales, and d) support financial management.


 


1.01 CLIENT wishes to acquire the
rights of the BRAND for purposes of distributing and selling the BRAND to major U.S. sports teams via their channels of distribution
both domestically and internationally, whereby the Brand is marketed and distributed by the CLIENT under the same brand name to
third parties.


 


1.02 CLIENT wishes to acquire all
rights, title and interest in all domestic sales


and distribution with the major U.S. sports
teams on an exclusive basis that relates to the BRAND and any rights obtained in the future by the CONSULTANT, including all improvements
and DESIGN enhancements to the BRAND.


 


 


ARTICLE II

DEFINITIONS


 


As used herein, the following terms shall have
the meanings set forth below:


 


2.00 CONFIDENTIAL INFORMATION
is that information that is transmitted by


CONSULTANT and received by CLIENT that is considered
by CONSULTANT to be CONFIDENTIAL and PROPRIETARY INFORMATION.


 


2.01 EFFECTIVE DATE shall be
March 20, 2013.


 


2.02BRAND means the sports memorabilia
DESIGN printed on any product sold and distributed to a professional sports team, as well as sports memorabilia DESIGN used in
marketing the product to the sports teams.


 


2.03 FIELD means, IMPROVEMENTS,
DESIGNS, TRADEMARKS that may be issued


in the future, PROPRIETARY INFORMATION, TRADE
SECRETS, and the BRAND for purposes of using the BRAND on an exclusive basis with professional sports teams via their channels
of distribution both domestically and internationally.


 


2.04PRODUCTS or DESIGNS means
any and all sports memorabilia products which fall within the FIELD and which are covered by, marked or are produced using a process
or method covered by a claim of and IMPROVEMENTS, PROPRIETARY INFORMATION, DESIGNS, TRADE SECRETS, TECHNICAL and BRAND of CONSULTANT
for purposes of commercially using the BRAND.


 


2.05 PROCESS AND BRAND means
any and all process or proprietary Brand, DESIGN


features or components which fall within the
FIELD which were developed by the CONSULTANT or his affiliates and which are covered by, marked or are produced using a process
or method covered by a claim of PROPRIETARY INFORMATION, TRADE SECRETS, TECHNICAL and BRAND of CONSULTANT for purposes of commercially
utilizing the PRODUCT(S).


 


2.06 TERRITORY shall mean all professional
sport leagues channels of distribution both domestically and internationally.


 


2.07 CLIENT means
Your Event, Inc., a Nevada corporation.


 


2.08 CONSULTANT means Infinity Holdings.


 


2.09PROPRIETARY INFORMATION
means all information possessed by the CONSULTANT that is CONFIDENTIAL in nature and that the CONSULTANT has exclusive rights in
and to. It includes TRADE SECRETS, TECHNICAL and BRAND information as related to the BRAND.


 


2.10 TECHNICAL information means
all PROPRIETARY INFORMATION, TRADE SECRETS, DESIGNS, BRAND information contained in TRADEMARK(S) that may issue or TRADEMARK APPLICATION(S)
and IMPROVEMENTS that is the exclusive property of CONSULTANT or their associates, developed or acquired as of the date of this
agreement which would be useful in the making, using and selling of the PRODUCTS in the TERRITORY.


 


2.11 TRADE SECRET means any CONFIDENTIAL
INFORMATION that is the


personal property of CONSULTANT and in which
they have an exclusive right.


 


 


 


ARTICLE III

THE DESIGNS AND BRAND


 


3.00CONSULTANT,
hereby grants to CLIENT, the IMPROVEMENTS, DESIGNS, PROPRIETARY INFORMATION including TRADE SECRETS, TECHNICAL and BRAND for the
purpose of using sports memorabilia PRODUCTS and the DESIGNS and BRAND, for use in marketing and distribution sports memorabilia
products to major league sports teams.


 


(a)                                          
The Parties agree that any IMPROVEMENTS, design changes, modifications or developments of the BRAND, made by CONSULTANT
shall be available to CLIENT in the TERRITORY at no additional cost. In the event CONSULTANT makes application for new TRADEMARKS
or DESIGNS, the CLIENT shall have the right to use any newly developed product, design or Brand under this Agreement.


 


(b)                                          
The Parties further agree that any IMPROVEMENTS, design changes, modifications or developments of the BRAND made
by CLIENT or their CLIENT, which may be trademarked, may be made or used in the TERRITORY by the CLIENT. CLIENT shall promptly
inform CONSULTANT of any such IMPROVEMENTS or of the filing of any trademark applications by CLIENT or their CLIENT. Any IMPROVEMENTS,
design changes, modifications or developments of the BRAND by CLIENT or their CLIENT are construed to be a part of this Agreement
and CLIENT shall be bound to all terms and conditions contained in this Agreement.


 


3.01 CONSULTANT further
grants to CLIENT, to the extent of the FIELD and TERRITORY, a right to use any sports memorabilia TRADEMARK, by the
CONSULTANT or their CLIENT, relating to the BRAND.


 


 


 


ARTICLE IV


Conditions
Precedent to CLIENT’s Performance


 


4.00Conditions. CLIENT’s
obligations hereunder shall be subject to the satisfaction at or before the Effective Date of all the conditions set forth in this
Article IV. CLIENT may waive any or all of these conditions in whole or in part without prior notice; provided, however, that no
such waiver of a condition shall constitute a waiver by CLIENT of any other condition of or any of CLIENT’s rights or remedies,
at law or in equity, if CONSULTANT shall be in default of any of its representations, warranties or covenants under this Agreement.


 


4.01Accuracy of Representations.
Except as otherwise permitted by this Agreement, all representations and warranties by CONSULTANT in this Agreement or in any written
statement that shall be delivered to CLIENT by CONSULTANT under this Agreement shall be true and accurate on and as of the Closing
Date as though made at that time.


 


4.02Performance. CONSULTANT
shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement to be performed
or complied with by it on or before the Closing Date.


 


4.03Conditions Precedent by
the CLIENT, before any payment(s) are made to the CONSULTANT the following must take place:


 


a) CLIENT concludes licensing agreement with a distributor;


b) CLIENT concludes fee structure agreement with distribution
outlets;


c) CLIENT does not need to finance (i.e. payment terms
will allow CLIENT to


receive payment from distribution
outlets before CLIENT pays third party for goods sold), and


 


 


ARTICLE V


Conditions
Precedent to CONSULTANT’s Performance


 


5.00Conditions. CONSULTANT’s
obligations hereunder shall be subject to the satisfaction at or before the Effective Date of all the conditions set forth in this
Article V. CONSULTANT may not waive any or all of these conditions in whole or in part without prior notice; provided, however,
that no such waiver of a condition shall constitute a waiver by CONSULTANT of any other condition of or any of CONSULTANT’s
rights or remedies, at law or in equity, if CLIENT shall be in default of any of its representations, warranties or covenants under
this Agreement.


 


5.01Accuracy of Representations.
Except as otherwise permitted by this Agreement, all representations and warranties by CLIENT in this Agreement or in any written
statement that shall be delivered to CONSULTANT by CLIENT under this Agreement shall be true and accurate on and as of the Closing
Date as though made at that time.


 


5.02Performance. CLIENT shall
have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement to be performed
or complied with by it on or before the Closing Date.


 


5.03Best Efforts. The CONSULTANT
shall use their best efforts to help the CLIENT secure and obtain the rights to market and distribute the BRAND in the TERRITORY.


 


 


 


ARTICLE VI

PAYMENTS TO THE CONSULTANT


 


6.00 CLIENT shall, on the EFFECTIVE
DATE, due on February __, 2013, agrees to pay to CONSULTANT, as consideration for the services and work provided:


 


a) One Hundred and Twenty Million (120,000,000)
Japanese Yen in cash, which can be paid over a five (5) year period;


 


b) One (1) million shares will be issued to
the CONSULTANT when the CLIENT completes equity financing from third parties.


 


c) The CONSULTANT has a stock option to purchase
two (2) million restricted shares (exercise price of $1) at any time during the next five years; and


 


Once all payments are made, the CLIENT has
exclusive distributorship of the items as authorized by applicable professional sport leagues and Sanrio.


 



     

     

    

 


 


ARTICLE VII

CONFIDENTIALITY


 


7.00 CONSULTANT,
CLIENT, employees of both parties and Third Parties shall not disclose, by any method of communication, any PROPRIETARY INFORMATION,
TRADE SECRETS, DESIGNS and BRAND INFORMATION or other CONFIDENTIAL INFORMATION.


 


 


ARTICLE VIII

PRIVATE LABELS


 


 8.00 PRODUCTS used pursuant
to this AGREEMENT, may be used under thesports memorabilia TRADEMARK(S) or DESIGNS based on the rights CLIENT holds.


 


8.01 The PRIVATE
LABEL of the PRODUCT shall comply with the appropriate regulations of all governmental agencies of the country within the TERRITORY.


 


8.02 As long as
this exclusive AGREEMENT or any modification or extension thereof remains in force and effect, CLIENT shall have the right to each
such PRIVATE LABEL or trademark to be used exclusively by CLIENT on PRODUCT with the major league sports teams, provided the CLIENT
has obtain such rights.


 


 


 


ARTICLE IX

REPRESENTATIONS AND DISCLAIMER OF WARRANTIES


 


9.00 CONSULTANT SHALL DEFEND ANY
INFRINGEMENT ON BEHALF OF CLIENT OR ANY OTHER PERSON FOR, OR ON ACCOUNT OF ANY INJURY, LOSS OR DAMAGE OF ANY KIND OR NATURE, SUSTAINED
BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED UPON CLIENT OR ANY OTHER PERSON,
ARISING OUT OF OR IN CONNECTION WITH, OR RESULTING FROM:


 


(a)                   THE PRODUCTION, USE OR SALE OF ANY PRODUCT, OR THE PRACTICE OF ANY TRADEMARKS OR DESIGNS, IMPROVEMENTS; OR


 


(b)          ANY
ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES WITH RESPECT TO ANY OF THE FOREGOING.


 



     

     

    

 


 


 


ARTICLE X

TERMINATION


 


10.00 This Agreement shall terminate
if either party shall be:


 


(a)            
in default of any obligation hereunder; or


(b)            
shall be adjudged bankrupt; or shall become insolvent; or


(c)       
shall make an assignment for the benefit of creditors;


 


10.01 The word "termination"
and cognate words, such as "term" and "terminate", used in this agreement, are to read, except where the contrary
is specifically indicated, as omitting from their effect, the following rights and obligations, all of which survive any termination
to the degree necessary to permit their complete fulfillment or discharge for any cause of action or claim of CONSULTANT accrued
or to accrue, because of any breach or default by CLIENT.


 


 


ARTICLE XI

LITIGATION


 


 11.00 Each party shall notify the
other party in writing of any suspected infringement(s) of


any TRADEMARK(S) that may issue, TRADEMARK
APPLICATIONS and IMPROVEMENTS, DESIGNS, PROPRIETARY INFORMATION, TRADE SECRETS, TECHNICAL and BRAND information, in the TERRITORY,
and shall inform the other party of any evidence of such infringement(s).


 


11.01 CONSULTANT shall have the first
right to institute suit for infringement(s) in the FIELD and in the TERRITORY. CLIENT agrees to join as a party plaintiff in any
such lawsuit initiated by CONSULTANT, if requested by CONSULTANT, with all costs, attorney fees, and expenses to be paid by CONSULTANT.
However, if CLIENT does not institute suit for infringement(s) within ninety (90) days of receipt of written notice from CLIENT
of CONSULTANT’S desire to bring suit for infringement on its own behalf, then CLIENT may, at its own expense, bring suit
or take any other appropriate action.


 


11.02 Either party may settle with
an infringer without the prior approval of the other


party if such settlement would not affect the
rights of the other party under any TRADEMARK that may issue, IMPROVEMENTS, DESIGNS, PROPRIETARY INFORMATION, TRADE SECRETS, TECHNICAL
and BRAND information.


 


 


ARTICLE XII

SEVERABILITY


 


12.00 The parties agree that
if any part, term or provision of this Agreement shall be found


illegal or in conflict with any valid controlling
law, the validity of the remaining provisions shall not be affected thereby.


 


12.01 In the event the legality
of any provision of this agreement is brought into question


because of a decision by a court of competent
jurisdiction, either Party, by written notice to the other Party, may revise the provision in question or may delete it entirely
so as to comply with the decision of said court.


 


 


 


ARTICLE XIII

NON-USE OF CONSULTANT'S NAME


 


13.00 In publicizing anything
used under this Agreement, CLIENT shall not use


the name of CONSULTANT or otherwise refer to
any organization related to CONSULTANT, except with the written approval of CONSULTANT. CLIENT is authorized to make public the
name of the CONSULTANT and describe the contractual relationship between the CONSULTANT with respect to its fully reporting requirements
as a publicly traded company, whereby such disclosures are a requirement of the Securities Act of 1933 or 1934.


 


 


ARTICLE XIV

WAIVER, INTEGRATION, ALTERATION


 


14.00 The waiver of a breach
hereunder may be affected only by a writing signed by the


waiving party and shall not constitute a waiver
of any other breach. APPLICATIONS and IMPROVEMENTS, DESIGNS, PROPRIETARY INFORMATION, TRADE SECRETS, TECHNICAL and BRAND information.


 


14.02 A provision of this Agreement
may be altered only by a writing signed by both


parties, except as provided in this Section.


 


 


ARTICLE XV

APPLICABLE LAW


 


15.00 This Agreement shall be
constructed in accordance with the substantive laws of


the State of Nevada.


 


15.01The language under which
this Agreement shall be interpreted, arbitrated or


litigated shall be English.


 



     

     

    

 


 


 


ARTICLE XVI

NOTICES UNDER THE AGREEMENT


 


CONSULTANT:


 


Infinity Holdings, Inc.


Ferrare Bldg. 6F


1-24-15 Ebisu, Shibuya-ku


Tokyo 150-0013


Japan


 


 


CLIENT:


 


Your Event, Inc.


1601 Pacific Coast Highway Suite 250,


Hermosa Beach, CA 90254


 


or any other addresses of which either party
shall notify the other party in writing.


 


 


ARTICLE
XVII


Counterparts
and Facsimile Signatures.


 


This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
For purposes of this Agreement, facsimile or PDF signatures shall be treated as originals until such time that applicable pages
bearing non-facsimile signatures are obtained from the relevant party or parties.



     

     

    

 


 


IN WITNESS WHEREOF the parties have
caused this Agreement to be executed by their duly authorized officers and/or as an individual on the respective dates and at the
respective places hereinafter set forth.


 


 


CONSULTANT:


 


Infinity Holdings, Inc.


 


 


By: /s/ Tetsuya Imamura


Name: Tetsuya Imamura


President


 


 


CLIENT: 


 


Your Event, Inc.


 


 


By: /s/ Masatoshi Suga


Name: Masatoshi Suga


VP, CFO, Secretary