Advisory Services Agreement
DRAFT — FOR DISCUSSION PURPOSES ONLY This document is not a substitute for legal counsel. Both parties should have this reviewed by an attorney before execution.
Effective Date: _______________
Between:
Company: Amina Games (the “Company”) Address: _______________ Representative: Steve _______________
Advisor: Cloud Magic Software Group / Christopher Marsh (the “Advisor”) Address: _______________
Collectively referred to as the “Parties.”
1. Engagement & Scope of Services
Section titled “1. Engagement & Scope of Services”1.1 Role
Section titled “1.1 Role”The Company hereby engages the Advisor to serve as Chief Technology Advisor to Amina Games. The Advisor shall provide strategic and technical advisory services at the CTO level, including but not limited to:
- Technical architecture and systems design (Unreal Engine 5, C++, Blueprints)
- Agentic AI pipeline design, implementation guidance, and tooling strategy
- Rollback netcode architecture and multiplayer systems guidance
- Team hiring recommendations, technical interview support, and onboarding guidance
- Vendor and tool selection (cloud infrastructure, analytics, SDKs, middleware)
- Code review and quality assurance strategy
- Investor technical due diligence support and pitch preparation
- Cross-platform strategy (PC, Mobile, VR) and deployment architecture
- CI/CD, DevOps, and build pipeline advisory
1.2 Availability
Section titled “1.2 Availability”The Advisor shall make themselves reasonably available for:
- Weekly sync meetings (minimum 1 hour per week)
- Asynchronous communication via agreed channels (Discord, Slack, email)
- Ad-hoc technical consultations as needed for critical decisions
- Investor meetings and due diligence calls upon reasonable notice
1.3 Independent Contractor
Section titled “1.3 Independent Contractor”The Advisor is an independent contractor, not an employee, partner, or agent of the Company. The Advisor retains full control over the manner and means of performing the services.
2. Term & Mandatory Engagement
Section titled “2. Term & Mandatory Engagement”2.1 Mandatory Two-Game Commitment
Section titled “2.1 Mandatory Two-Game Commitment”This Agreement covers a mandatory engagement of two (2) games developed and published by Amina Games. Neither Party may terminate this Agreement (except for Cause per Section 7) until both games have been commercially released or formally cancelled by mutual written agreement.
2.2 Definition of “Game”
Section titled “2.2 Definition of “Game””A “Game” is defined as a commercially released interactive software product developed by Amina Games and distributed through one or more platforms (Steam, Epic Games Store, Google Play, App Store, Meta Quest Store, or equivalent). A Game is considered “released” upon its first public commercial availability, including Early Access or Open Beta with monetization.
2.3 Option to Continue
Section titled “2.3 Option to Continue”Upon completion of the two mandatory games, either Party may propose continuation of this Agreement for subsequent projects. Continuation terms shall be negotiated in good faith on a per-project basis, with the Advisor having a right of first refusal for advisory roles on future Amina Games projects for a period of twelve (12) months following the release of the second game.
3. Compensation
Section titled “3. Compensation”3.1 Game 1 — Commission Only
Section titled “3.1 Game 1 — Commission Only”For the first game developed under this Agreement:
| Component | Terms |
|---|---|
| Upfront Payment | None |
| Commission | 7% of Net Profits |
| Payment Frequency | Quarterly, within 30 days of quarter close |
| Reporting | Company shall provide quarterly profit & loss statements |
| Duration | Commission payments continue for the lifetime of the product |
| Minimum Term | Commission obligation survives termination of this Agreement |
3.2 Game 2 — Upfront Payment + Commission
Section titled “3.2 Game 2 — Upfront Payment + Commission”For the second game developed under this Agreement:
| Component | Terms |
|---|---|
| Upfront Payment | $50,000 USD |
| Payment Schedule | $25,000 upon commencement of Game 2 development; $25,000 upon first commercial release |
| Commission | 7.5% of Net Profits |
| Payment Frequency | Quarterly, within 30 days of quarter close |
| Reporting | Company shall provide quarterly profit & loss statements |
| Duration | Commission payments continue for the lifetime of the product |
| Minimum Term | Commission obligation survives termination of this Agreement |
3.3 Definition of “Net Profits”
Section titled “3.3 Definition of “Net Profits””“Net Profits” for each game shall mean:
Gross Revenue (all revenue from sales, in-app purchases, DLC, subscriptions, licensing, and any other monetization)
Minus the following deductions:
- Platform fees and commissions (Steam 30%, Epic 12%, App Store 30%, etc.)
- Engine royalties (Unreal Engine royalty above $1M threshold, if applicable)
- Payment processing fees
- Refunds and chargebacks
- Sales taxes, VAT, and withholding taxes
- Direct server and hosting costs attributable to the game
- Third-party middleware and SDK license fees directly required for the game
Net Profits shall NOT be reduced by:
- Founder salaries or team compensation
- Office rent, utilities, or general overhead
- Marketing and advertising spend
- Legal, accounting, or professional services fees
- Hardware or equipment purchases
- Travel expenses
- Any costs not directly and exclusively attributable to the game’s distribution
3.4 Audit Rights
Section titled “3.4 Audit Rights”The Advisor shall have the right, upon thirty (30) days written notice and no more than once per calendar year, to audit the Company’s financial records relating to the calculation of Net Profits, at the Advisor’s expense. If an audit reveals an underpayment of more than 5%, the Company shall bear the cost of the audit and promptly remit any underpayment plus interest at 1.5% per month.
3.5 Late Payments
Section titled “3.5 Late Payments”Any commission payment not made within the required 30-day window shall accrue interest at a rate of 1.5% per month (18% annually) from the due date until paid.
4. Equity
Section titled “4. Equity”4.1 Advisory Equity
Section titled “4.1 Advisory Equity”In addition to the compensation described in Section 3, the Advisor shall receive:
- ___% equity in Amina Games (vesting schedule and terms to be documented in a separate equity agreement)
[Note: The existing docs reference 2-3% for Chris/Advisors. Confirm and document in a separate Equity Agreement with vesting terms.]
4.2 Vesting
Section titled “4.2 Vesting”Any equity granted shall vest over a ___-year period with a ___-month cliff, subject to the Advisor’s continued engagement under this Agreement. Accelerated vesting shall apply upon a Change of Control event (acquisition, merger, or IPO).
5. Intellectual Property
Section titled “5. Intellectual Property”5.1 Company Ownership
Section titled “5.1 Company Ownership”All intellectual property, inventions, designs, code, documentation, and work product created by the Advisor in connection with the services provided under this Agreement (the “Work Product”) shall be the sole and exclusive property of Amina Games.
5.2 Assignment
Section titled “5.2 Assignment”The Advisor hereby irrevocably assigns to the Company all right, title, and interest in and to any Work Product, including all patents, copyrights, trademarks, trade secrets, and other intellectual property rights therein.
5.3 Advisor’s Pre-Existing IP
Section titled “5.3 Advisor’s Pre-Existing IP”Any tools, frameworks, libraries, or methodologies that the Advisor owned prior to this Agreement (“Pre-Existing IP”) and that are incorporated into the Work Product shall be licensed to the Company on a perpetual, royalty-free, non-exclusive basis for use in connection with Amina Games products. The Advisor retains ownership of Pre-Existing IP.
5.4 CMSG Tools & Processes
Section titled “5.4 CMSG Tools & Processes”For clarity, the Advisor’s general business processes, development methodologies, agent frameworks, and internal tools that are not specific to Amina Games products remain the property of Cloud Magic Software Group and are not assigned under this Agreement.
6. Confidentiality
Section titled “6. Confidentiality”6.1 Confidential Information
Section titled “6.1 Confidential Information”Each Party agrees to hold in confidence all non-public information received from the other Party, including but not limited to: business plans, financial data, game designs, source code, trade secrets, marketing strategies, investor communications, and user data.
6.2 Exceptions
Section titled “6.2 Exceptions”Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was known to the receiving Party prior to disclosure; (c) is independently developed without use of the disclosing Party’s information; or (d) is required to be disclosed by law or regulation.
6.3 Duration
Section titled “6.3 Duration”Confidentiality obligations survive termination of this Agreement for a period of three (3) years.
7. Termination
Section titled “7. Termination”7.1 Termination for Cause
Section titled “7.1 Termination for Cause”Either Party may terminate this Agreement immediately upon written notice if the other Party:
- Commits a material breach that remains uncured for thirty (30) days after written notice
- Becomes insolvent, files for bankruptcy, or ceases operations
- Engages in fraud, gross negligence, or willful misconduct
- Is convicted of a felony
7.2 Effect of Termination
Section titled “7.2 Effect of Termination”Upon termination for any reason:
- All accrued and unpaid commission obligations survive and remain payable per Section 3
- The upfront payment for Game 2, if already paid, is non-refundable
- Confidentiality obligations survive per Section 6.3
- IP assignments per Section 5 are irrevocable
- Equity vesting ceases as of the termination date (vested equity is retained)
7.3 No Unilateral Termination Before Completion
Section titled “7.3 No Unilateral Termination Before Completion”Neither Party may terminate this Agreement without Cause (as defined in Section 7.1) until both games under the mandatory engagement have been commercially released. This provision is a material term of the Agreement.
8. Non-Compete & Non-Solicitation
Section titled “8. Non-Compete & Non-Solicitation”8.1 Non-Compete (Limited)
Section titled “8.1 Non-Compete (Limited)”During the term of this Agreement and for six (6) months following its termination, the Advisor agrees not to provide advisory services to a direct competitor developing a competitive fighting game using agentic AI development pipelines. This restriction does not apply to the Advisor’s other business activities, clients, or general technology consulting.
8.2 Non-Solicitation
Section titled “8.2 Non-Solicitation”During the term and for twelve (12) months following termination, neither Party shall directly solicit or hire the other Party’s employees or contractors without prior written consent.
9. Representations & Warranties
Section titled “9. Representations & Warranties”9.1 Advisor Represents
Section titled “9.1 Advisor Represents”- The Advisor has the authority to enter into this Agreement
- The services will be performed in a professional and workmanlike manner
- The Advisor’s performance will not violate any existing agreement with a third party
9.2 Company Represents
Section titled “9.2 Company Represents”- The Company has the authority to enter into this Agreement
- The Company shall provide the Advisor with reasonable access to information, systems, and personnel needed to perform the services
- Financial reporting under Section 3 shall be accurate and complete
10. Limitation of Liability
Section titled “10. Limitation of Liability”The Advisor’s total liability under this Agreement shall not exceed the total compensation received by the Advisor under this Agreement. Neither Party shall be liable for indirect, incidental, consequential, or punitive damages.
11. Dispute Resolution
Section titled “11. Dispute Resolution”11.1 Mediation
Section titled “11.1 Mediation”Any dispute arising under this Agreement shall first be submitted to non-binding mediation, with costs shared equally.
11.2 Arbitration
Section titled “11.2 Arbitration”If mediation fails within sixty (60) days, the dispute shall be resolved by binding arbitration under the rules of the American Arbitration Association, conducted in the state of _______________. The prevailing Party shall be entitled to recover reasonable attorneys’ fees.
11.3 Governing Law
Section titled “11.3 Governing Law”This Agreement shall be governed by the laws of the State of _______________.
12. General Provisions
Section titled “12. General Provisions”12.1 Entire Agreement
Section titled “12.1 Entire Agreement”This Agreement, together with any exhibits, constitutes the entire agreement between the Parties and supersedes all prior discussions, negotiations, and agreements.
12.2 Amendments
Section titled “12.2 Amendments”This Agreement may only be amended by a written instrument signed by both Parties.
12.3 Notices
Section titled “12.3 Notices”All notices shall be in writing and delivered to the addresses listed above, or to such other address as a Party may designate in writing.
12.4 Severability
Section titled “12.4 Severability”If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.
12.5 Counterparts
Section titled “12.5 Counterparts”This Agreement may be executed in counterparts, each of which shall be deemed an original.
Signatures
Section titled “Signatures”AMINA GAMES
Name: _______________________________ Title: _______________________________ Date: _______________________________ Signature: _______________________________
CLOUD MAGIC SOFTWARE GROUP
Name: Christopher Marsh Title: _______________________________ Date: _______________________________ Signature: _______________________________
Exhibit A — Compensation Summary
Section titled “Exhibit A — Compensation Summary”| Game 1 | Game 2 | |
|---|---|---|
| Upfront | $0 | $50,000 |
| Commission | 7% of Net Profits | 7.5% of Net Profits |
| Payment | Quarterly | $25K at start + $25K at release + Quarterly commission |
| Duration | Lifetime of product | Lifetime of product |
| Survives Termination | Yes | Yes |
Exhibit B — Services Summary
Section titled “Exhibit B — Services Summary”| Category | Services |
|---|---|
| Architecture | UE5 systems design, GAS implementation, netcode architecture, cross-platform strategy |
| AI/Agentic | Pipeline design, move generation agents, RL balance testing, asset generation workflows |
| Team | Hiring guidance, technical interviews, onboarding, contractor vetting |
| Vendor | Tool selection, SDK evaluation, cloud infra, middleware assessment |
| Investor | Technical due diligence, pitch deck technical sections, investor Q&A |
| DevOps | CI/CD strategy, build pipelines, deployment architecture, monitoring |
| Quality | Code review strategy, testing frameworks, performance benchmarking |
DRAFT v0.1 — February 18, 2026 This document requires legal review before execution.