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EXHIBIT B
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LI V GOLF PLAYER AGREEMENT

licensor
Player HUDSON SWA'FFORD
Commitment Fee The sums referred to in Schedule 2.
Company LIV GOLF LIMITED (for Tournaments held in any country other than the
USA) and LIV GOLF INCORPORATED (for any Tournament held in t he USA)
- c/o LIV Golf Holdings Limited,

LIV LIV GOLF HOLDINGS LIMITED,

and all of its affiliates.
International Series Sanctioned by t he Asian Tour, t he International Series is a ten-event series,
staged globally. The International Series counts for the Asian Tour Order
of Merit and qualifies for OWGR. International Series provides
qualification opportunities for LIV Golf events and creates new
opportunities and pathways for global professional golfers and
"International Series To urnament" shall mean any tournament forming
part of the International Series.
Invitational Series The series of Tournaments to be staged by the Company during each
relevant year of t his Agreement comprising the Tournaments.
league The professional worldwide golf competition comprising the regular
Tournaments, the Team World Championship which in- and- will
comprise the Invitational Series.
league Rules and The rules a nd regulations relating to Tournaments and t he League (as
Regulations amended from time to t ime).
Payor Entity The Company or an affiliate of the Company if designated as such by the
Company.
Player Draft The process for selection of players to represent Teams in t he League and
Draft Date means the date of any such draft.
Player Identification All of the Player's perso nal attri butes incl uding his name, nickname,
initials, autograph, signature, endorsement, reputation, public persona,
voice, video, film portrayal, computer generated or animated portrayal,
avatar, caricature, photograph, image, likeness, game play data and
statistics, records, biographical information and all Intellectual Property
rights in connection with such personal attributes belonging to the Player
or, as applicable, Licensor and all beneficial rights and goodwill that subsist
in relation to any of the above, including the right to Exhibit, Exploit or
ot herwise use, or create derivative works based on, any of the above.
Playing Commitment The obligation to play in each Tournament and each Internat ional Series
Tournament specified below.
Prize Money Has t he meaning in the League Rules and Regulations.
Season The period of time duri ng each year when each Invitational Series takes
place .
Services • Granting the right, to t he Company and LIV, to publicize and use
the Player's name, image and likeness in connection with the
promotion of each Tournament, in accordance with this
Agreement. Company and LIV agree that prior to

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• participating in each relevant Tournament (as set out below) to

the best of t he Player's ability in accordance with the League Rules
and Regulations and otherwise adhering to the League Rules and
Regulations;
• providing the other services detailed in Schedule 1 and providing
such other services as may be ancillary to and/or connected to the
Services, all of which may be subject to change by Company
and/or LIV during the Term.
Apparel All apparel of any kind including training apparel, hats, patches, badges,
insignia, logoed items and footwear, gloves, patches, accessories and
related products of any kind (including bags, golf bags, umbrellas, golf club
head covers, towels, headwear, pads, arm, wrist and similar bands, water
bottles, sports performance eyewear or watches, heart, speed or distance
monitoring or other biometric devices (including any device designed to
measure or collect data or other biometric output), and personal digital
coaching, training or monitoring tools), used or displayed by the Player at
or in connection with the Tournaments under this Agreement.
Term The date of signature of t his Agreement unt il 60 days following the last
Tournament in the - Season or the final International Series
Tournament to be played by the Player (if later) during the Term, unless
the Agreement is terminated earlier as set out below.
Team The group of players selected in accordance with a Player Draft and/or the
League Rules and Regulations in each case that will represent a team in
the League in accordance with the League Regulations.
Tournament The golf tournaments comprising the LIV Invitational Series in a Season,
being a number of Regular Tournaments and the Team World
Championship, in each case as set out in the League Rules and Regulations.
Tournament Week The period during which each Tournament occurs, beginning at 10 .00 am
local time on the date that is 2 days immediately preceding such
Tournament up to and including the final day of Tournament play and,
where appropriate, the day following such final day as may be specified in
the League Rules and Regulations.

General Terms & Condit ions (which form part of this Agreement ):
(a) The Player is hereby invited to and agrees as a fundamental condition of this Agreement to participate (i)
in each Regular Tournament in the Invitational Series during the- Season and- Season in each
case in accordance with this Agreement and the League Rules and Regulations and in each Regular
Tournament in the- Season if he finishes ranked ■ or better in the individual player rankings at the
end of the - -Season, (ii) in each Team World Championship at the end of the - and (if
appropriate- - Season if the Player has qualified for it (entry into the Team World Championship will
occur in any relevant Season if the Player is ranked in the overall top■ players after completion of the
Regular Tournaments in such Season) and (iii) in l International Series Tournaments prior to the end of
the- season ((i), (ii) and (iii) being the "Playing Commitment"). In consideration for the Player fully
performing this Agreement, and in each case subject to this Agreement, the League Rules and Regulations
the Company (or other Payor Entity as applicable) shall pay to the Player during the Term: (A) prize
Money, as set out below; and (B) Commitment Fees in accordance with Schedule 2.
(b) The Player shall provide the Services to the best of his skill and ability and follow the Company's
reasonable instructions in relation thereto (including as to times and locations and any changes to them).
The Player acknowledges that any failure by the Player to fully and promptly provide any of the Services
or to fail to comply with the provisions of this paragraph shall constit ute a material breach of this
Agreement. The Player shall ensure that the Player is eligible and able to play in each Tournament and
to perform the Services. Should the Player be approached to and/or sign a deal to become a part of a

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Team during the Term, the Company shall not, in the absence of any bona fide reason to do so otherwise,
knowingly take any actions which could prevent such agreement.
(c) The Player agrees: (a) that he has been provided with the League Rules and Regulations and has
familiarised himself with them and by signing this Agreement and/or by participating in each Tournament
he agrees that he (and wherever applicable Licensor including as regards uses of the Player Identification
are bound by and shall comply fully at all times with the League Rules and Regulations.
(d) Each of the Player and (as applicable) the Licensor hereby acknowledges and agrees that:
i. T he Player's participation in and/or provision of any of the Services and any other activities
(such as media interviews, etc.) may be subject to video/sound recording or still
photography, and that such footage, still images or other content and materials depicting the
Services and/or the Player's name, image, and likeness in connection with the advertising
and promotion of each relevant Tournament (together with any advertising materials created
in accordance with this Agreement, the"Player Materials") , may be utilized by the Company
and LIV in any and all media whether now known or subsequently devised (including online
and social media), and each of the Player and (if applicable) Licensor hereby grants to the
Company the right and license (with full right to sublicense to LIV, any sponsor or other
corporate or commercial partner, or broadcaster or distributor of Tournament content) on a
royalty-free, transferable, fully paid-up, worldwide basis (including on the official
Tournament website and in social media) to use the Player Materials, for the following
purposes: (A) in connection with the television, OTT or other internet or digital, and/or radio
broadcasting of the Player's participation in each Tournament or the Services as part of the
normal coverage thereof; (B) in connection with the commercialisation of LIV and/or the
relevant Tournament including through arrangements with sponsors, betting partners and
suppliers of products and services ; (C) by LIV in promoting its sports sponsorships generally
(provided that such usage shall in no event contain any recommendations or endorsements
by the Player of any particular company, product or service other than as permitted under
this Agreement); (D) for the purpose of gifts/mementoes to be given to the Company's or
LIV's clients/guests who may attend any Tournament or any related events; (E) for the
Company's or LIV's internal use; and/or (F) as otherwise may be permitted by this Agreement
or agreed by the Player (sub-paragraphs (A)-(F) (inclusive), the"Permitted Purposes") ; and
ii.

. To the extent any

such rights vest in the Licensor or the Player, the Player for itself or on behalf of the Licensor,
and the Licensor, hereby unconditionally and irrevocably assigns such rights to the Company
(including by way of future assignment) and, upon any request by the Company, agrees (for
no charge but at no cost to the Player or the Licensor) to duly execute and deliver to the
Company such documents and do such acts as may be necessary to give full effect to the
terms of this paragraph. The Player, for itself and for and on behalf of the Licensor, and the
Licensor hereby unconditionally and irrevocably consents to usage of the Player Materials for
the Permitted Purposes and waives any moral rights and/or right to any additional
compensation other than that payable under this Agreement. The Player Materials may be
subject to reasonable editing without Licensor approval.
(e) Each of the Player and Licensor now hereby grants to LIV and the Company an exclusive, perpetual,
royalty-free, worldwide, transferable, fully paid-up irrevocable right and license (with the right to grant
sublicenses) to exhibit, exploit, copy, reproduce and otherwise use the Player Identification in connection
with and (b) all
content of any kind created, recorded or otherwise generated by or on behalf of the League or any
licensee or assignee thereof during the Term, and create derivative works thereof, in any manner
whatsoever, alone or together with any other materials or content, on, via or through any and all media
of any kind (now known or subsequently developed) in connection with, related to, in furtherance of, or
for the purposes of the promotion of the League, any Tournament or LIV.

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(f) The Company shall not be entitled to imply any personal endorsement by the Player of any business,
product, or service and shall use its commercially reasonable efforts to feature at least two other
Tournament players when using such footage/content in connection with any sponsorship or
commercial endorsement. No other advertising or promotional materials featuring the Player (other
than in connection with the promotion of any Tournament and as otherwise contemplated by this
Agreement) shall be used by the Company without the Licenso r's prior consent in writing (such
consent not to be unreasonably withheld, conditioned or delayed) and any such materials shall be
sent to the Licensor's address set out above.
(g)

(h) In the absence of a Legitimate Excuse, any failure by the Player to participate in any Tournament shall be
a material breach of this Agreement. The Player shall notify the Company immediately if he believes may
not be able to participate in any Tournament for any reason. "Legitimate Excuse" shall mean: (i) injury
or illness preventing the Player from participating in a Tournament (with an independent medical
report supporting such injury or illness to be provided to the Company on request); and (ii) any event
or cause which LIV in its sole discretion reasonably determines would justify not participating in such
Tournament (death or serious injury/ illness of a fa mily membe r, or birth of a Player's child, being
examples of a justifiable failure to participate).
(i) The Player agrees to comply with all policies and procedures implemented by the Company for
attendees at each Tournament, including all health and safety policies and procedures to address risks
associated with COVID-19 pandemic.
(j) The Company may terminate this Agreement with immediate effect by written notice if (i) the Player is
or is deemed to be in material breach of this Agreement (including as referred to in paragraphs (a), (b),
(d) and (g) above) or of the League Rules and Regulations or (ii) if the Player or Licensor commits any act
of Misconduct.
(k) "Misconduct" shall occur if the Player or Licensor (i) makes or has made any untrue, misleading,
defamatory or derogatory comments about any Tournament, the Company, LIV, any of their
respective products or services or any of their respective directors, officers, employees, staff or
sponsors or which become known to the public at any time during the Term and until the second
anniversary of the termination of this Agreement; (ii) fails an officially sanctioned drug test, is charged
with any doping or drug-related criminal offence; (iii) is convicted of any criminal offence (other than a
minor offence such as a driving offence) or (iv) otherwise misconducts himself during any Tournament
Week (including, but not limited to, being disqualified from such Tournament in public circumstances
which materially reduces the value of the Player's services or otherwise causes material da mage to the
Tournament, the Company or LIV, and brings or is reasonably likely to bring any Tournament or any of
their respective directors, officers, employees, staff or sponsors, or the game of golf, into public
disrepute or engages in any other conduct which is morally repugnant or shocks or offends public
decency).
(I) If Company terminates this Agreement due to any breach of the Playing Commitment, the Player shall,
within 21 days of such termination, be obliged to refund to the Company an amount of Commitment
Fees as provided in Schedule 2 and such termination shall be without prejudice to any other rights or
remedies the Company may have under this Agreement.
(m) Payment provisions:
a. Subject to this Agreement the Company shall pay the Prize Money to the Player after the
conclusion of each relevant Tournament and the Commitment Fees as set out in Schedule 2
respectively.
b. The Player shall be responsible for the payment of any fees, costs or other expenses incurred in
connection with any tax-related administrative services performed on the Player's (and, if

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different, the Licensor's) behalf in connection with this Agreement (including tax filings) and the
Company shall not be required to be bear any such fees, costs or other expenses. In the event
that the Company meets the cost of any tax-related administrative services for the benefit of the
Player (or, if different, the Licensor), the Company shall be entitled to deduct an amount equal
to such cost (together with any VAT or other taxes thereon suffered by the Company) from any
amount to be paid or reimbursed to the Player under this Agreement.
c. For the avoidance of doubt, the Player accepts that it (and the Licensor, if different) shall be
solely responsible for all taxes due in respect of any amount paid to the Player under or
pursuant to this Agreement, including any taxes deducted at source through withholding (in
respect of which the Company shall have no obligation to make any increased payment to
the Player or the Licensor if different).
d. All payments under this Agreement shall be made together with such value added tax (or
equivalent) as is required by law to be charged thereon, subject to the provision to the
Company by the Player of a valid value added tax (or equivalent) invoice.
e. The Player further agrees that the payment of fees under this Agreement may be subject to
tax subject to applicable laws. The Company shall be entitled to deduct and remit payment
of such taxes, in accordance with applicable laws, directly to the applicable taxing authority
from the payment due.
f. If any deduction is made from any payment for withholding tax in accordance with the
previous paragraphs, then as soon as reasonably practicable, the Company shall provide the
Player with a certificate of payment of tax from the relevant local taxation authority in
relation to that payment (to the extent that the Company is able, using commercially
reasonable endeavours, to obtain such a certificate).
g.

(n) This Agreement shall not constitute a partnership, joint venture or contract of employment and
neither party shall act or hold itself out as acting on behalf of the other. Each party acknowledges
that in entering into this Agreement it has not relied upon any representation, warranty or other
assurance save as is expressly set out in this Agreement. Nothing in this paragraph shall limit or
exclude any liability for fraud.
(o) The Player and Licensor each represent and warrant to the Company and LIV that they have all
necessary right, title and authority to enter into and perform this Agreement including as set out in
paragraphs (b), (d) and (e).
(p) All notices and other communications delivered under this Agreement shall be in writing and shall be
deemed duly given on (a) the delivery date if delivered personally, (b) the delivery date if sent by
email by 5:00 p.m. Eastern time on a Business Day or, if not, on the next Business Day, (c) the first
Business Day following the date of dispatch if delivered via a next-day service by a recognized next-
day courier service, or (d) the earlier of confirmed receipt or the fifth Business Day following the date
of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All
such notices shall (i) if sent to the Company or LIV shall be accompanied by a copy of such notice to
be sent to and (ii) if sent to the Player or Licensor shall be sent to their
address set out above or to such other address as they may specify in writing.
(q) This document constitutes the entire agreement between the parties hereto and may not be changed
or modified except by separate written agreement signed by both parties.
(r) Neither party shall have the right to assign or otherwise transfer any of its rights or obligations under
this Agreement without the prior written consent of the other party, except the Company shall be
entitled to assign, sub-contract, delegate or otherwise transfer this Agreement, or any of its rights or
obligations under this Agreement, to any of its affiliates.
(s) The rights granted, transferred or otherwise assigned by the Player to the Company and all other
obligations owed by the Player under this Agreement are given and owed to the Company for itself
and separately as trustee for LIV Golf Holdings Limited and all of its affiliates including LIV Golf

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Incorporated, and the Company may enforce such rights for itself and as trustee for LIV Golf Holdings
Limited and such affiliates as beneficiary of the same.
(t) Nothing in this Agreement is intended to create, nor shall anything in this Agreement create, any
rights enforceable by any third party or person not a party to this Agreement other than LIV Golf
Holdings Limited, Live Golf Incorporated and their affiliates as contemplated in the above paragraph,
each of which the Player acknowledges may enforce any of the provisions under this Agreement
whi ch confer a benefit on it and any of the Player's obligations under this Agreement as if it was a
party to this Agreement. The Player acknowledges that the Player'sonly rights and remedies arising
out of or in connection with this Agreement are against the Company.
(u) The Player shall not, and shall cause the Licensor not to, use any of the Company's or LIV's branding,
trademarks, logos or other intellectual property or refer to the Player or Licensor by any designation
relating to LIV.
(v) Without prejudice to the Company's and LIV's rights set forth in paragraphs (b)i and (b)ii, the parties
agree to keep the terms of this Agreement strictly confidential at all times except as required by law.
(w) The expiry or termination of this Agreement shall not affect those of the any party's obligations which
are either expressed to survive or which are capable of surviving such expiry or termination.
(x) This Agreement and any dispute or claim arising out of or in connection with it or its subject matter,
or formation (including non-contractual disputes or claims), shall:
(i) in respect of any Tournament held in the US, be governed and construed in accordance with
the laws of the State of New York, without regard to the Laws of the State of New York
governing conflicts of law or the laws of any other jurisdiction that might be applied because
of the conflicts of laws principles of any state, and shall be determined by arbitration in New
York before one arbitrator; and
(ii) in respect of any Tournament outside of the US or in respect of any other dispute or claim
under this Agreement, be governed and construed in accordance with the laws of England
and Wales, and shall be finally settled under the Rules of Arbitration of the International
Chamber of Commerce by one or more arbitrators appointed in accordance with said Rules.

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PLAYER

By:
Name: HUDSON SWAFFORD

Date: 5/29/2022

LICENSOR:

By:
Name: HUDSON SWAFFORD
Title: Member

Date: 5/29/2022

LIV GOLF LIMITED:

By:
Name: Louise savage
Title: Director

Date: 5/29/2022

LIV GOLF INCORPORATED

By:
Name: Atul Khosla
Title: coo

Date: 5/29/2022

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SCHEDULE 1

Services

Content Creation
• Participating in a photoshoot and/or video content session lasting up to 30 minutes during each
Tournament Week;
• Participate in a mini-series / documentary series (to the extent one is planned by LIV and/or
Company);
• Be included in any Company (or other LIV Golf entity) marketing collateral alongside no less than two
(2) additional players in any piece of content (being three (3) players including the Player).

Social Media

• Subject to having the necessary rights to do so, Company will provide content to the Player on his
request for use on his owned and controlled social platforms however, as between the parties,
Company retains any and all rights in such content.
•
•

(b)

(c)

(d)

(e)

Interviews
Player shall participate in interviews with the media in support of each Tournament (90 mins) and shall
cooperate with the Company in other mutually agreed promotional activities in advance of and during each
Tournament.

Appearances
• Ad-hoc sponsorship activation for any Company sponsor, at all Tournaments, on four (4) occasions
per Season during the relevant Tournament Week or at another t ime as mutually agreed by the
Player and Company;
• Player to take ambassadorial role hosting at Team World Championship if not selected/eligible to
play (hosting in hospitality etc) (subject to Player being incapacitated for a Legitimate Excuse);
• Participate in a Pro-Am event at each Tournament that the Player is participating in;
• attending and participating in each "Draft Event" taking place at t he location designated by the Company
for no less than five (5) hours;

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• participating in the "Photo Call & Welcome Reception" ;

• participating in a LIV "Meet and Greet" during each Tournament Week (at a date and time to be
confirmed);attending the prize giving if the Player or its Team finishes in the top 3;
• additional LIV "Meet and Greet" if the Player or its team wins a Tournament.

Other obligations
• During each Tournament Week, conduct 1 x 30 minute hospitality/junior clinic;
• Attend and participate in each Player Draft as either a Captain or a 'Pick' ;
• Fulfil captain duties - see document 'Captain Responsibilities' ;
•
• Signing a reasonable number of autographs/memorabilia items.

Services outside a Tournament Week

Days in the
- Season and (ii) Service Days in the
I
-
If requested by Company in writing with reasonable notice, Player shall participate fully in up to: (i) Service
I
Season. No Service Day may occur on the same day
as the Player is competing in any professional golf tournament (including any related ancillary tournament
activity) and any other golf-related event or practice other than any League Activity. The Company shall use
all reasonable endeavours to schedule Service Days on the day immediately preceding the start of a
Tournament Week but cannot guarantee to do so.

For the purposes of the above provision, (i) League Activity"means any activity (excluding Tournament play)
organized by or on behalf of the Company in relation to the League and/or any event including any ancillary
Tournament activity, promotio nal activity and Player draft; and (ii) " Service Day"means any day (or part
thereof) during the Term (outside a Tournament Week) during which the Player is required to participate in
and assist the Company with meetings, negotiations and/or other activities with corporate sponsors or other
business partners of the League including Team promotional activities and League Activities. It is agreed that
(a) no single Service Day shall exceed 5 consecutive hours and to determine Player participation in a Service
Day, each Service Day shall be measured in "half-day" increments of up to 2.5 consecutive hours and (b) in
calculating the same any time spent by the Player other than actually participating in the relevant activity
(such as travelling, makeup, wardrobe, meals or rest periods) shall not be counted towards the amount of
time spent by the Player in satisfaction of these Service Day obligations.

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SCHEDULE 2

Commitment Fees

1. Payment of Commitment Fee

1.1 Subject as provided in this Agreement and the League Regulations, the Payor Entity shall pay the following
Commitment Fees to the Player: ( a ) - on signature of this Agreement and ( b ) - on the
Player's first participation in a Regular Tournament in
1.2

1.3 The Commitment Fees shall be paid in cash.

1.4 No Commitment Fee Payments shall become due following the termination of this Agreement.
2. Default
2.1

2.2

3.1

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