The Kou/Imuchakk/Reim Summit [Private/Azix, Lagi, Asisiak, & Garret]

WHEREAS the Proconsul and the Empire wish to enter into an agreement governing the terms and conditions of employment;
THIS AGREEMENT WITNESSETH that in consideration of the premises and mutual covenants and agreements hereinafter contained and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by the parties hereto), it is agreed by and between the parties hereto as follows:

1. Term of Governance
The governance of the Proconsul shall commence the date hereof and continue for an indefinite term until terminated in accordance with the provisions of this agreement.

2. Probation
The parties hereto agree that the initial six (6) month period of this agreement is "probationary" in the following respects:
a. the Empire shall have an opportunity to assess the performance, attitude, skills and other governance-related attributes and characteristics of the Proconsul;
b. the Proconsul shall have an opportunity to learn about both the Empire and the position of governance;
c. either party may terminate the relationship at any time during the initial six month period without advance notice or justifiable reason, in which case there will be no continuing obligations of the parties to each other, financial or otherwise.

3. Compensation and Benefits
In consideration of the services to be provided by him hereunder, the Proconsul, during the term of his governance, shall be paid a base salary of 780,000 Huang in equal semi-monthly installments, in arrears, less applicable statutory deductions. In addition, the Proconsul is entitled to receive benefits in accordance with the Empire's standard benefit package, as amended from time to time.

4. Duties and Responsibilities
The Proconsul shall be held in the capacity of Proconsul of the Reim Continent, the current duties and responsibilities of which are set out in Schedule "A" annexed hereto and forming part of this agreement. These duties and responsibilities may be amended from time to time in the sole discretion of the Empire, subject to formal notification of same being provided to the Proconsul.

5.  Removal of Position
Subsequent to completion of the probationary term of governance as referred to in paragraph 2 herein, the Empire may terminate the governance of the Proconsul at any time:
a. for just cause at common law, in which case the Proconsul is not entitled to any advance notice of termination or compensation in lieu of notice;
The Proconsul may terminate his position at any time by providing the Empire with at least eight (8) weeks advance notice of his intention to resign.

6. Restrictive Covenant
Following the termination of the employment of the Proconsul by the Empire, with or without cause, or the voluntary withdrawal by the Proconsul from the Empire, the Proconsul shall, for a period of one year following the said termination or voluntary withdrawal, within the Provinces of Kou refrain from either directly or indirectly soliciting or attempting to solicit the political engagements of any member of the Empire, natural citizen or new citizen, nor any member of an allied nation for his own benefit or that of any third person or organization, including but not limited to; Countries, Non-Government Organizations and Merchants; and shall refrain from either directly or indirectly attempting to obtain the withdrawal from the governance by the Empire of any other Proconsul of the Empire having regard to the same geographic and temporal restrictions. The Proconsul shall not directly or indirectly divulge any financial information relating to the Empire or any of its affiliates or clients to any person whatsoever.

7. Confidentiality
The Proconsul acknowledges that, in the course of performing and fulfilling his duties hereunder, he may have access to and be entrusted with confidential information concerning the present and contemplated status and activities of the Empire, the disclosure of any of which confidential information to opposition of the Empire would be highly detrimental to the interests of the Empire. The Proconsul further acknowledges and agrees that the right to maintain the confidentiality of such information constitutes a proprietary right which the Empire is entitled to protect. Accordingly, the Proconsul covenants and agrees with the Empire that he will not, during the continuance of this agreement, disclose any of such confidential information to any person, business or government organization, nor shall he use same, except as required in the normal course of his engagement hereunder, and thereafter he shall not disclose or make use of the same.

8. Assignment
This agreement shall be assigned by the Empire to any successor Emperor and be binding upon the successor Emperor. The Empire shall ensure that the successor Emperor shall continue the provisions of this agreement as if it were the original party of the first part. This agreement may not be assigned by the Proconsul.

9. Severability
Each paragraph of this agreement shall be and remain separate from and independent of and severable from all and any other paragraphs herein except where otherwise indicated by the context of the agreement. The decision or declaration that one or more of the paragraphs are null and void shall have no effect on the remaining paragraphs of this agreement.

10. Notice
Any notice required to be given hereunder shall be deemed to have been properly given if delivered personally or sent by messenger as follows:
a. to the Proconsul;
b. to the Empire;
and, if sent by official messenger, shall be deemed to have been received and read on the 4th day after delivery. Either party may change its address for notice at any time, by giving notice to the other party pursuant to the provisions of this agreement.

11. Interpretation of Agreement
The validity, interpretation, construction and performance of this agreement shall be governed by the Laws of the Provinces of Kou. This agreement shall be interpreted with all necessary changes in gender and in number as the context may require and shall ensure to the benefit of and be binding upon the respective successors and assigns of the parties hereto.

IN WITNESS WHEREOF the parties hereto have caused this agreement to be executed as of the 15th day of the 7th month;

KOU EMPIRE REPRESENTATIVE SIGNATURE:
KOU EMPIRE WITNESS SIGNATURE:
PROCONSUL SIGNATURE:
IMUCHAKK WITNESS SIGNATURE:

NOW, THEREFORE, the parties hereto agree as follows:

1. Governance.
The representative of the Empire Garret Kires hereby agrees to initially employ Lagi El Nagi as its Proconsul and Lagi El Nagi hereby accepts such employment in accordance with the terms of this Agreement and the terms of employment applicable to regular Proconsuls of the Empire. In the event of any conflict or ambiguity between the terms of this Agreement and terms of governance applicable to regular Proconsuls, the terms of this Agreement shall defer. Election or appointment of the Proconsul herein to another office or position, regardless of whether such office or position is inferior to Proconsul's initial office or position, shall not be a breach of this Agreement.

2. Duties of the Proconsul.
The duties of the Proconsul shall include the performance of all of the duties typical of the office held by the Proconsul as described in the bylaws of the Empire and such other duties and projects as may be assigned by a superior officer of the Empire, if any, or the Provincial Council of Reim with the interests of the Empire at heart. The primary duty pertaining to the Proconsul is the governance of putting forth and passing/vetoing laws and regulations that have been put forth by the Provincial Council of Reim. In the event that the Provincial Council of Reim passes a motion twice, it will bypass the veto of the Proconsul. The Proconsul shall devote his entire productive time, ability and attention to the governance of the Empire and shall perform all duties in a professional and ethical manner.

Outside of the normal duties of the office, the Proconsul will not, during the term of this Agreement, directly or indirectly engage in any other government, either as a Proconsul, Emperor, King, consultant, officer, director, advisor, or in any other capacity, either with or without compensation, without the prior written consent of the Empire. In addition to the duties described herein, the Proconsul is also authorized and directed to do the following:

a. lead the Provincial Council  of the Reim Principality of Kou with decisions based on the best interests of the Empire at heart, taking into consideration the council provided therein.

b. work with Kou officials in order to ease the transition of assimilation through the discussed plans of country integration.

3. Compensation.
The Proconsul will be paid compensation during this Agreement as follows:

A. A base salary of 780,000 Huang per year, payable in installments according to the Empire's regular payroll schedule. The base salary shall be adjusted at the end of each year of employment at the discretion of the Provincial Council of the Reim Principality of Kou.

B. An incentive salary of additional duties and services rendered beyond those listed herein (hereinafter defined) of the Empire beginning with the hitherto signature upon this document and each governance year thereafter during the term of this Agreement, adjusted to exclude: (i) any incentive salary payments paid pursuant to this Agreement; (ii) any contributions to pension and/or profit sharing plans; (iii) any extraordinary gains or losses (including, but not limited to, gains or losses on disposition of assets); (iv) any refund or deficiency of taxes paid in a prior year; and (v) any provision for taxes made in prior years which is subsequently determined to be unnecessary.

The determination of the salary made by the Proconsul governing on behalf of the Empire shall be final and binding upon the Proconsul and the Empire. The incentive salary payment shall be made within (30) days of the completion of incentive work after the Empire's independent ministers have concluded its audit. If the final audit is not prepared within ninety (90) days after the end of the governance year, then the Empire shall make a preliminary payment equal to fifty percent of the amount due based upon the agreed upon amount for the completion of the project or services in question, subject to payment of the balance, if any, promptly following completion of the audit by the Empire's independent ministers. The maximum incentive salary payable for any one year shall not exceed 150,000 Huang of the then applicable base salary of the Proconsul.

4. Benefits.
A. Holidays. Executive will be entitled to at least (30) days of paid holidays off each calendar year and (15) personal, unpaid days off. The Empire will notify the Proconsul on or about the beginning of each calendar year with respect to the holiday schedule for the coming year. Personal holidays, if any, will be scheduled in advance subject to requirements of Empire. Such holidays must be taken during the calendar year and cannot be carried forward into the next year. The Proconsul is not entitled to any personal holidays during the first six months of employment.

B. Vacation. Following the first six months of employment, Executive shall be entitled to (30) paid vacation days each year.

C. Sick Leave. The Proconsul shall be entitled to sick leave and emergency leave according to the regular policies and procedures of the Empire. Additional sick leave or emergency leave over and above paid leave provided by the Empire, if any, shall be unpaid and shall be granted at the discretion of the board of directors.

D. Medicinal and healing services. Empire agrees to include the Proconsul assurances of all due medicinal attentions in the event of any instances of injuries sustained, received or otherwise delivered at no charge to the Proconsul during this Agreement.

F. Carriage. The Reim Principality of Kou will provide to the Proconsul the use of a luxury carriage of the Proconsul’s choice. The Empire agrees to replace the carriage with a new one at the expense of the Reim Principality of Kou at the Proconsul's request no more often than once every two years.

The Reim Principality of Kou will pay all carriage operating expenses incurred by the Proconsul in the performance of the Proconsul’s governance duties. The Reim Principality of Kou will procure and maintain in force an carpenter and blacksmith who will provide the maintenance of such a carriage as listed herein.

G. Expense Reimbursement. The Proconsul shall be entitled to reimbursement for all reasonable expenses, including travel and entertainment, incurred by the Proconsul in the performance of the Proconsul's duties. The Proconsul will maintain records and written receipt as required by the Empire policy and reasonably requested by the Provincial Council of the Reim Principality of Kou to substantiate such expenses.

5. Term and Termination.
A. The Initial Term of this Agreement shall commence on the 15th day of the 7th month and it shall continue in effect for a period of 4 years. Thereafter, the Agreement shall be renewed upon the mutual agreement of the Proconsul and the Empire. This Agreement and the Proconsul's employment may be terminated at Empire's discretion during the Initial Term, provided that the Empire follows all due process herein. In the event of such termination, the Proconsul shall not be entitled to any incentive salary payment or any other compensation then in effect, prorated or otherwise.

B. This Agreement may be terminated by the Proconsul at the Proconsul’s discretion by providing at least thirty (30) days prior written notice to the Empire. In the event of termination by the Proconsul pursuant to this subsection, the Empire may immediately relieve the Proconsul of all duties and immediately terminate this Agreement, provided that the Empire shall pay the Proconsul at the then applicable base salary rate to the termination date included in the Proconsul's original termination notice.

C. In the event that the Proconsul is in breach of any material obligation owed the Empire in this Agreement, habitually neglects the duties to be performed under this Agreement, engages in any conduct which is dishonest, damages the reputation or standing of the Empire, or is convicted of any criminal act or engages in any act of moral turpitude, then the Empire may terminate this Agreement upon five (5) days notice to the Proconsul. In event of termination of the agreement pursuant to this subsection, the Proconsul shall be paid only at the then applicable base salary rate up to and including the date of termination. The Proconsul shall not be paid any incentive salary payments or other compensation, prorated or otherwise.

6. Notices.
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by official messenger;
a. to the Proconsul;
b. to the Empire;
and, if sent by official messenger, shall be deemed to have been received and read on the 4th day after delivery. Either party may change its address for notice at any time, by giving notice to the other party pursuant to the provisions of this agreement.

7. Final Agreement.
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only be a further writing that is duly executed by both parties.

8. Governing Law.
This Agreement shall be construed and enforced in accordance with the laws of the country of Kou.

9. Headings.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

10. No Assignment.
Neither this Agreement nor any or interest in this Agreement may be assigned by the Proconsul without the prior express written approval of the Empire, which may be withheld by the Empire at the Empire's absolute discretion.

11. Arbitration.
The parties agree that they will use their best efforts to amicably resolve any disputes that arise. Any controversy, claim or dispute that cannot be so resolved shall be settled by final binding arbitration and judgment upon the award rendered by the arbitrator or arbitrators may be entered in court having jurisdiction thereof. Any such arbitration shall be conducted in the Kou Empire’s governmental building, or such other place as may be mutually agreed upon by the parties.
Within fifteen (15) days after the commencement of the arbitration, each party shall select one person to act arbitrator, and the two arbitrators so selected shall select a third arbitrator within ten (10) days of their appointment. Each party shall bear its own costs and expenses and an equal share of the arbitrator's expenses and administrative fees of arbitration.

IN WITNESS WHEREOF the parties hereto have caused this agreement to be executed as of the 15th day of the 7th month;

KOU EMPIRE REPRESENTATIVE SIGNATURE:
KOU EMPIRE WITNESS SIGNATURE:
PROCONSUL SIGNATURE:
IMUCHAKK WITNESS SIGNATURE:

WHEREAS the King and the Empire wish to enter into an agreement governing the terms and conditions of employment;
THIS AGREEMENT WITNESSETH that in consideration of the premises and mutual covenants and agreements hereinafter contained and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by the parties hereto), it is agreed by and between the parties hereto as follows:

1. Term of Governance
The governance of the King shall commence the date hereof and continue for an indefinite term until terminated in accordance with the provisions of this agreement.

2. Probation
The parties hereto agree that the initial six (6) month period of this agreement is "probationary" in the following respects:
a. the Empire shall have an opportunity to assess the performance, attitude, skills and other governance-related attributes and characteristics of the King;
b. the King shall have an opportunity to learn about both the Empire and the position of governance;

3. Compensation and Benefits
In consideration of the services to be provided by him hereunder, the King, during the term of his governance, shall be paid a base salary of 780,000 Huang in equal semi-monthly installments, in arrears, less applicable statutory deductions. In addition, the King is entitled to receive benefits in accordance with the Empire's standard benefit package, as amended from time to time.

4. Duties and Responsibilities
The King shall be held in the capacity of King of the Reim Continent, the current duties and responsibilities of which are set out in Schedule "A" annexed hereto and forming part of this agreement. These duties and responsibilities may be amended from time to time in the sole discretion of the Empire, subject to formal notification of same being provided to the King.

5.  Removal of Position
Subsequent to completion of the probationary term of governance as referred to in paragraph 2 herein, the Empire may terminate the governance of the King at any time:
a. for just cause at common law, in which case the King is not entitled to any advance notice of termination or compensation in lieu of notice;
The King may terminate his position at any time by providing the Empire with at least eight (8) weeks advance notice of his intention to resign.

6. Restrictive Covenant
Following the termination of the employment of the King by the Empire, with or without cause, or the voluntary withdrawal by the King from the Empire, the King shall, for a period of one year following the said termination or voluntary withdrawal, within the Provinces of Kou refrain from either directly or indirectly soliciting or attempting to solicit the political engagements of any member of the Empire, natural citizen or new citizen, nor any member of an allied nation for his own benefit or that of any third person or organization, including but not limited to; Countries, Non-Government Organizations and Merchants; and shall refrain from either directly or indirectly attempting to obtain the withdrawal from the governance by the Empire of any other King of the Empire having regard to the same geographic and temporal restrictions. The King shall not directly or indirectly divulge any financial information relating to the Empire or any of its affiliates or clients to any person whatsoever.

7. Confidentiality
The King acknowledges that, in the course of performing and fulfilling his duties hereunder, he may have access to and be entrusted with confidential information concerning the present and contemplated status and activities of the Empire, the disclosure of any of which confidential information to opposition of the Empire would be highly detrimental to the interests of the Empire. The King further acknowledges and agrees that the right to maintain the confidentiality of such information constitutes a proprietary right which the Empire is entitled to protect. Accordingly, the King covenants and agrees with the Empire that he will not, during the continuance of this agreement, disclose any of such confidential information to any person, business or government organization, nor shall he use same, except as required in the normal course of his engagement hereunder, and thereafter he shall not disclose or make use of the same.

8. Assignment
This agreement shall be assigned by the Empire to any successor Emperor and be binding upon the successor Emperor. The Empire shall ensure that the successor Emperor shall continue the provisions of this agreement as if it were the original party of the first part. This agreement may not be assigned by the King.

9. Severability
Each paragraph of this agreement shall be and remain separate from and independent of and severable from all and any other paragraphs herein except where otherwise indicated by the context of the agreement. The decision or declaration that one or more of the paragraphs are null and void shall have no effect on the remaining paragraphs of this agreement.

10. Notice
Any notice required to be given hereunder shall be deemed to have been properly given if delivered personally or sent by messenger as follows:
a. to the King;
b. to the Empire;
and, if sent by official messenger, shall be deemed to have been received and read on the 4th day after delivery. Either party may change its address for notice at any time, by giving notice to the other party pursuant to the provisions of this agreement.

11. Interpretation of Agreement
The validity, interpretation, construction and performance of this agreement shall be governed by the Laws of the Provinces of Kou. This agreement shall be interpreted with all necessary changes in gender and in number as the context may require and shall ensure to the benefit of and be binding upon the respective successors and assigns of the parties hereto.

IN WITNESS WHEREOF the parties hereto have caused this agreement to be executed as of the 15th day of the 7th month;

KOU EMPIRE REPRESENTATIVE SIGNATURE:
KOU EMPIRE WITNESS SIGNATURE:
KING SIGNATURE:
IMUCHAKK WITNESS SIGNATURE:

NOW, THEREFORE, the parties hereto agree as follows:

1. Governance.
The representative of the Empire Garret Kires hereby agrees to initially employ Lagi El Nagi as its King of the Reim Principality of Kou and Lagi El Nagi hereby accepts such employment in accordance with the terms of this Agreement and the terms of employment applicable to regular Kings of the Empire. In the event of any conflict or ambiguity between the terms of this Agreement and terms of governance applicable to regular Kings, the terms of this Agreement shall take precedence. Election or appointment of the King herein to another office or position, regardless of whether such office or position is inferior to King's initial office or position, shall not be a breach of this Agreement.

2. Duties of the King.
The duties of the King shall include the performance of all of the duties typical of the office held by the King as described in the bylaws of the Empire and such other duties and projects as may be assigned by a superior officer of the Empire, if any, or the Provincial Council of Reim with the interests of the Empire and Reim at heart. The primary duty pertaining to the King is the governance of putting forth and passing/vetoing laws and regulations that have been put forth by the Provincial Council of Reim. This council will have no more and no less than 3 members from Reim and no more and no less than 3 members of Kou while in session. If a member is unable to attend, then the other country must decrease the members representing the interests of the different provinces to be equal. The King may fill in for such a position through the Reim membership positions, but may not take part of council as a member of the Kou representatives. Laws and regulations that are attempted to be passed but have a tie in votes are instead considered void until attempted to pass again. There can be no more than 6 votes on any single deliberation. The King shall devote his entire productive time, ability and attention to the governance of the Empire and shall perform all duties in a professional and ethical manner.

Outside of the normal duties of the office, the King will not, during the term of this Agreement, directly or indirectly engage in any other government, either as a King, Emperor, King, consultant, officer, director, advisor, or in any other capacity, either with or without compensation, without the prior written consent of the Empire. In addition to the duties described herein, the King is also authorized and directed to do the following:

a. lead the Provincial Council  of the Reim Principality of Kou with decisions based on the best interests of the Empire at heart, taking into consideration the council provided therein.

b. work with Kou officials in order to ease the transition of assimilation through the discussed plans of country integration.

3. Compensation.
The King will be paid compensation during this Agreement as follows:

A. A base salary of 780,000 Huang per year, payable in installments according to the Empire's regular payroll schedule. The base salary shall be adjusted at the end of each year of employment at the discretion of the Provincial Council of the Reim Principality of Kou.

B. An incentive salary of additional duties and services rendered beyond those listed herein (hereinafter defined) of the Empire beginning with the hitherto signature upon this document and each governance year thereafter during the term of this Agreement, adjusted to exclude: (i) any incentive salary payments paid pursuant to this Agreement; (ii) any contributions to pension and/or profit sharing plans; (iii) any extraordinary gains or losses (including, but not limited to, gains or losses on disposition of assets); (iv) any refund or deficiency of taxes paid in a prior year; and (v) any provision for taxes made in prior years which is subsequently determined to be unnecessary.

The determination of the salary made by the King governing on behalf of the Empire shall be final and binding upon the King and the Empire. The incentive salary payment shall be made within (30) days of the completion of incentive work after the Empire's independent ministers have concluded its audit. If the final audit is not prepared within ninety (90) days after the end of the governance year, then the Empire shall make a preliminary payment equal to fifty percent of the amount due based upon the agreed upon amount for the completion of the project or services in question, subject to payment of the balance, if any, promptly following completion of the audit by the Empire's independent ministers. The maximum incentive salary payable for any one year shall not exceed 150,000 Huang of the then applicable base salary of the King.

4. Benefits.
A. Holidays. Executive will be entitled to at least (30) days of paid holidays off each calendar year and (15) personal, unpaid days off. The Empire will notify the King on or about the beginning of each calendar year with respect to the holiday schedule for the coming year. Personal holidays, if any, will be scheduled in advance subject to requirements of Empire. Such holidays must be taken during the calendar year and cannot be carried forward into the next year. The King is not entitled to any personal holidays during the first six months of employment.

B. Vacation. Following the first six months of employment, Executive shall be entitled to (30) paid vacation days each year.

C. Sick Leave. The King shall be entitled to sick leave and emergency leave according to the regular policies and procedures of the Empire. Additional sick leave or emergency leave over and above paid leave provided by the Empire, if any, shall be unpaid and shall be granted at the discretion of the board of directors.

D. Medicinal and healing services. Empire agrees to include the King assurances of all due medicinal attentions in the event of any instances of injuries sustained, received or otherwise delivered at no charge to the King during this Agreement.

F. Carriage. The Reim Principality of Kou will provide to the King the use of a luxury carriage of the King’s choice. The Empire agrees to replace the carriage with a new one at the expense of the Reim Principality of Kou at the King's request no more often than once every two years.

The Reim Principality of Kou will pay all carriage operating expenses incurred by the King in the performance of the King’s governance duties. The Reim Principality of Kou will procure and maintain in force an carpenter and blacksmith who will provide the maintenance of such a carriage as listed herein.

G. Expense Reimbursement. The King shall be entitled to reimbursement for all reasonable expenses, including travel and entertainment, incurred by the King in the performance of the King's duties. The King will maintain records and written receipt as required by the Empire policy and reasonably requested by the Provincial Council of the Reim Principality of Kou to substantiate such expenses.

5. Term and Termination.
A. The Initial Term of this Agreement shall commence on the 15th day of the 7th month and it shall continue in effect for a period of 4 years. Thereafter, the Agreement shall be renewed upon the mutual agreement of the King and the Empire. This Agreement and the King's employment may be terminated at Empire's discretion during the Initial Term, provided that the Empire follows all due process herein. In the event of such termination, the King shall not be entitled to any incentive salary payment or any other compensation then in effect, prorated or otherwise.

B. This Agreement may be terminated by the King at the King’s discretion by providing at least thirty (30) days prior written notice to the Empire. In the event of termination by the King pursuant to this subsection, the Empire may immediately relieve the King of all duties and immediately terminate this Agreement, provided that the Empire shall pay the King at the then applicable base salary rate to the termination date included in the King's original termination notice.

C. In the event that the King is in breach of any material obligation owed the Empire in this Agreement, habitually neglects the duties to be performed under this Agreement, engages in any conduct which is dishonest, damages the reputation or standing of the Empire, or is convicted of any criminal act or engages in any act of moral turpitude, then the Empire may terminate this Agreement upon five (5) days notice to the King. In event of termination of the agreement pursuant to this subsection, the King shall be paid only at the then applicable base salary rate up to and including the date of termination. The King shall not be paid any incentive salary payments or other compensation, prorated or otherwise.

6. Notices.
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by official messenger;
a. to the King;
b. to the Empire;
and, if sent by official messenger, shall be deemed to have been received and read on the 4th day after delivery. Either party may change its address for notice at any time, by giving notice to the other party pursuant to the provisions of this agreement.

7. Final Agreement.
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only be a further writing that is duly executed by both parties.

8. Governing Law.
This Agreement shall be construed and enforced in accordance with the laws of the country of Kou.

9. Headings.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

10. No Assignment.
Neither this Agreement nor any or interest in this Agreement may be assigned by the King without the prior express written approval of the Empire, which may be withheld by the Empire at the Empire's absolute discretion.

11. Arbitration.
The parties agree that they will use their best efforts to amicably resolve any disputes that arise. Any controversy, claim or dispute that cannot be so resolved shall be settled by final binding arbitration and judgment upon the award rendered by the arbitrator or arbitrators may be entered in court having jurisdiction thereof. Any such arbitration shall be conducted in the Kou Empire’s governmental building, or such other place as may be mutually agreed upon by the parties.
Within fifteen (15) days after the commencement of the arbitration, each party shall select one person to act arbitrator, and the two arbitrators so selected shall select a third arbitrator within ten (10) days of their appointment. Each party shall bear its own costs and expenses and an equal share of the arbitrator's expenses and administrative fees of arbitration.

IN WITNESS WHEREOF the parties hereto have caused this agreement to be executed as of the 15th day of the 7th month;

KOU EMPIRE REPRESENTATIVE SIGNATURE:
KOU EMPIRE WITNESS SIGNATURE:
KING SIGNATURE:
IMUCHAKK WITNESS SIGNATURE: