IN THE UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF GEORGIA ATLANTA DIVISION XL SQUAD ENTERTAINMENT § § LLC, a Georgia Limited Liability § Civil Action No. Company; YVES TCHOUTA, an § individual, § COMPLAINT FOR DAMAGES § For: Plaintiffs, § 1. Breach of Contract; vs. § 2. Implied Breach of Contract; § 3. Fraud; MOUNT KENYA UNIVERSITY, a § 4. Direct Copyright Infringement, 17 foreign Institution; and DR.SEMON § — U.S.C. $501, etseqs N. GICHARU CBS, an individual, § 5. ‘Trademark Infringement; § 6. False Advertising, 15 U.S.C. § 1125; Defendants. § 7. Violation of Right of Publicity; § 8. Unjust Enrichment; § 9. Violation of Georgia's Fair Business § Practices Act § Jury Trial Demanded PLAINTIFFS’ COMPLAINT FOR DAMAGES On information and belief, Plaintiffs, by its attorneys, allege as follows: Plaintiffs, XL SQUAD ENTERTAINMENT LLC (“XL SQUAD”) and YVES TCHOUTA (“TCHOUTA”) collectively herein after referred as “Plaintiffs” respectfully submit the following Complaint against Defendants, MOUNT KENYA UNIVERSITY (“MKU”), and DR. SIMON N. GICHARU CBS, (“DR. SIMON”) and allege as follows: Complaint For DamagesINTRODUCTION 1. By this action, Plaintiffs seek to recover damages incurred as a result of Breach of Contract, infringement of publicity rights, copyright, trademark, and other violations by the Defendants. BACKGROUND 2. XL SQUAD is an international film production company having its registered office in the state of Georgia, USA. 3. Mount Kenya University (MKU) is ISO 9001:2008 Certified and also a member of Inter-University Council for East Africa and Association of Common Wealth Universities." Its main campus is in Thika town in the outskirts of Kenya’s capital Nairobi. MKU’s virtual varsity’s headquartered at MKU Union Towers, Nairobi, MKU has claimed itself as differentiated leader in e- learning and the hub for knowledge creation, transmission and sharing across the world.” MKU is partnered with various university in the USA. THE PARTIES 4. Plaintiff, XL SQUAD ENTERTAINMENT LLC is a company organized and existing under the laws of Georgia, USA. The head office of XL SQUAD is located at 2878, Overlook Way, Atlanta, GA, 30324. 4 mku.ac.ke/index. php/mount-kenya-universitwaboutag avw.mku.ac.ke/index php/mku-campuses/virlual-varsity 1 Source: hitp:// ? Source: hittp 2 ‘Complaint For Damages5. Plaintiff, YVES TCHOUTA is the CEO of XL SQUAD. 6. Defendant, MKU is a Kenya based university, having its headquarter at MKU Main Campus, General Kago Road, P.O. Box. 342-00100, Nairobi, Kenya, offering ¢-leaming program and claimed itself as the hub for knowledge creation, transmission and sharing across the world. 7. Defendant, DR. SIMON N. GICHARU CBS is the Chairman of MKU. JURISDICTION AND VENUE 8. This is an action for breach of contract, common and state law trademark infringement, federal claims for false description and false advertisement, unfair competition arising under the Federal Trademark Act of 1946 and state aw claims of trademark dilution, injury to business reputation, false advertising, violation of the Fair Business Practices Act of Georgia, and state common law trademark infringement, ete. 9. ‘This Court has subject matter jurisdiction of this action as there is sufficient ‘minimum contract’ regarding the memorandum of agreement to give the Atlanta, Georgia United States District Courts general jurisdiction over this matter; under 28 USC § 1338 as it involves federal trademark law; under 28 USC § 1331 as it involves a federal question; and under 28 USC § 1332 as the action 3 Complaint For Damagesis between-citizens of different states, the amount in controversy in this action exclusive of interests and costs, exceeds the sum of 250,000.00. 10. _ This Court has personal jurisdiction over the Defendars. Defendant have conducted and does conduct business within the State of Georgia. Defendants, directly or through intermediaries (including distributors, retailers, and others), imports, ships, distributes, offers for sale, and sells its business opportunities and services in the United States, the State of Georgia, and the Northem District of Georgia. 11. The claims arising under the laws of the State of Georgia and the common law claims are so related to claims arising under the laws of the United States. 12. Venue is proper in this district under 28 U.S.C. § 1391. and O.C.G.A. § 14-2-510, and Georgia Constitution. FACTUAL BACKGROUND 13. XL SQUAD and, YVES TCHOUTA have entered into the Memorandum of Agreement (“MOA”), dated February 10, 2015, with the Defendant MKU for the development of MKU Film Initiative Project and MKU Institute of Creative, Film and Performing Arts. The copy of Memorandum of Agreement is attached hereto as Exhibit “A” the copy of the Letter of Partnership dated February 20, 2015, is fully incorporated herein and attached hereto as 4 Complaint For DamagesExhibit “B”; the copy of Provisional Agreement is attached hereto as Exhibit “C”; and Copy of Letter of Intent is attached herewith as Exhibit “D” 14, XL SQUAD is an intemational film produetion company, and both the parties agreed that the MKU will work with the XL SQUAD in producing a film ‘The Last Result’ (“LAST RESULT”), which will be done and broadcasted both in Kenya and USA. (See, Exhibit “B” - Letter of Partnership, page 1, 3) 15. Both the parties also agreed to setup the MKU institute of Film, Creative and Performing Arts, where the students and the industry will be taught about the Art of Film Making. (See, Exhibit “B” - Letter of Partnership, page 1, 94). 16. The objective of the agreement between the parties is to develop the aforesaid projects for MKU by the USA based experienced and expert team of XL SQUAD. The team of XL SQUAD is based in Atlanta, Georgia, where the head office of XL Squad Entertainment, LLC is located and where the aforesaid concemed development work is agreed to be executed. 17. DR. SIMON during his speech in Kenya said “We are laying a foundation of $200,000 (Sh18 million) together with XL Squad Entertainment (Mr Tehouta’s company). This is our commitment as a university.” This was also published in Daily Nation website on FEBRUARY 14, 2015*. The statement of ion.co.ke/lifestyle/arteulture/Parts bi9//index. html 3 See: 5 Complaint For DamagesMKU concerning the $200,000 fund for XL SQUAD was published by MKU everywhere, in TV, News, magazine, online etc. (See, Exhibit -“K” Publicity material by MKU) 18. The Vice chancellor Prof Stanley Wando of MKU in his speech, praised the aforesaid project, and talked about the MOA and how MKU is giving $200,000 in this project, during a big ceremonial event for the signing of the ‘Agreement. After the event, the chairman of MKU personally signed the ‘Final Agreement’. 19. Defendants wanted that Plaintiffs would connect MKU with the world intemationally, bring American sponsors American university and make MKU look good and become the top university in Kenya and East Africa in film. 20. _Inexecuting the contract, from October 2014 - May 2015, Plaintiffs have incurred $170,000 for various works, for the development of the projects for MKU. The Plaintiffs incurred various expenses for the aforesaid purpose, the copy of the Expenses Report by XL SQUAD is fully incorporated herein and attached hereto as Exhibit “F”. jwuw ku ac,ke/index.php/mku-latest-news/645-varsity-to-invest-in-honing- pel cteative-talent ‘Complaint For Damages21. Plaintiff's have repeatedly informed and communicated MKU about the cost and the budget for the aforesaid expenses. XL SQUAD have been waiting for the fund to be allocated since February, 2015. 22. A team from the MKU also travelled to Atlanta, USA for the aforesaid purposes. XL SQUAD has sent Invitation Letter to the MKU in this regard, which is fully incorporated herein and annexed herewith as Exhibit “G”. 23. XL SQUAD did facilitate MKU four members in Atlanta for accommodation, transportation, hotel, food and logistic for tours which cost Plaintiffs over $15,000. A sample of the details of expenses, bills, receipts, and invoices from XL SQUAD are fully incorporated herein and annexed herewith as Exhibit “K”, “L, “M”, without limitation, with additional expenses, bills, and invoices to be provided, as necessary. 24, After a successful meeting with MKU team in Atlanta, they met with Georgia state faculties member and GSU agreed for the exchange program with MKU. 25. — It is evident from the expenses by the XL SQUAD, that the Plaintiffs. has performed fully all the obligations which arises from the MOA, and fully involved themselves for the development and execution of the aforesaid project for the MKU. 26. XL SQUAD has fulfilled all its obligations as per the MOA, Letter of Partnership, course of conduct, other writings and representations of MKU, 7 ‘Complaint For Damagesand in justifiable reliance on MKU keeping its side of the bargain. Briefly, as agreed, XL SQUAD has worked at considerable expense and prepared the script for the LAST RESULT, the concept for the contest in Kenya, set up the short course program with USA professionals to train youth at MKU in Kenya, Letters of Invitation, Curriculum for the Institution with Dr. Laura. Even more time consuming and expensive, XL SQUAD secured the exchange program with Georgia State University, secured an agreement with global superstar AKON for the soundtrack, along with AKON’s production team, worked and brought on board world famous director Antoine Fuqua, hosted the MKU team, ete. 27. In MKU’s official website, MKU also confirmed and claimed that the LAST RESULT is an effort between MKU and American film company XL SQUAD.' (The hardcopy of the webpage is attached herewith as Exhibit “H”) In MKU’s official website, MKU also confirmed that the film is the outcome of an MoU the university (MKU) signed with the US film company XL SQUAD®. (The hardcopy of the webpage is attached herewith as Exhibit “I”) 28. In MKU’s official website, MEG also acknowledged the contract between the MKU and XL SQUAD, and also confirmed the USD $200,000 5 Source: httpi/iwww.mku.ac.ke/index.php/mku-latest-news/69 I-my-heart-will-go-on § Source: http://www.mku.ac.ke/index. php/mku news/686-mku-guns-for- vals glory-in-the-drama 8 Complaint For Damagesamount which MKU promised to pay to XL SQUAD for the development of the projects for MKU. “Mount Kenya University invest USD $200,000 for the logistic and development of the Institute of Film, Creative and Performing Arts and an upcoming film named "The Last Result" which will be shot starting May this year is a partnership between the university and XL Entertainment ‘Squad of Atlanta, Georgia, USA.”” The hardcopy of the webpage is attached herewith as Exhibit “J”. 29. _ In furtherance of the contract, MKU used LAST RESULT for MKU publicity and assigning their Miss & Mr. Rwanda MKU and others brand ambassador of the movie LAST RESULT. 30. The actions of Defendants, in writing, orally, course of conduct, all create legally binding Contract with the Plaintiffs. 31. Based on the MOA, MKU agreed and decided to give $200,000 to Plaintiff for the project. Defendants highly publicized and published the everywhere in East Africa precisely in Kenya and the partnership agreement was signed between XL SQUAD and MKU. Despite the assurances to give money to XL SQUAD, Defendant MKU has not given any amount to XL SQUAD. MKU earned profit by using the name of the XL SQUAD, a USA based company. 32. XL SQUAD had no obligation to infuse fund on the first phase after MKU agreed and publicize the infusion of $200,000 as working capital. Andex.php/mk 45-varsity-to-invest-in-honi Complaint For DamagesNevertheless XL SQUAD still infuse fund in the development of the project. After coming back from Kenya, XL SQUAD addressed several emails asking for the working capital agreed by MKU to develop the project, but never received a dime from MKU. 33. In pursuance of the Agreement between MUK and XL SQUAD, MKU received from XL SQUAD: i. Original Script of Last Result. (Which Defendants are heavily promoting in East Africa) ii, Concept for vote contest. iii, Curriculum for the Institute of film. iv. Brought Antoine Fuqua v. Brought Georgia State University on board vi. Brought Akon on board vii. Developed the structure for the production facility in Kenya MKU 34. It is clearly evident from the communication, documentations, implied and expressed conducts of defendants that the Agreement between the parties is final agreement. Furthermore, the act and conduct of Defendants established it when Defendants used excessive advertisement and publicized the 10 Complaint For Damagesevent.’ The provisional agreement was personal and confidential, and cannot be publicized, and only after the final agreement, Defendants can publicize and advertise the aforesaid project and events. 35. MKU never disclosed the SMS/BULK voting system they developed. MKU never brought to the table any development made toward the project. Instead they are cheating and deceiving the Plaintiffs, by taking advantage of th name and goodwill of XL SQUAD. Nothing was sent to XL SQUAD as an expense for the development of the SMS voting system. Further, the development of SMS system is sufficient evidence to show that they have acknowledged the Final Agreement, and proceeding further. 36. XL Squad Entertainment logo and mark is the exclusive property of XL SQUAD. XL SQUAD first use the mark occurring on 10/19/2005. XL Squad Entertainment logo and mark is the exclusive property of XL SQUAD 37. MKU used the names and goodwill of the XL SQUAD and YVES TCHOUTA, without the written permission and consent of the Plaintiffs, which is a clear infringement of their private and publicity rights. beauty-pageant See also, page 30 at: http:/Awww.mku.sc. ken ORelease.pdf n Complaint For Damages38. By using the name of the XL SQUAD, without Plaintiffs’ Permission, for commercial and business purposes, with a delitjrate attempt to gain reputation and carn profits, MKU infringed the intellectual property rights, publicity rights and privacy of the Plaintiffs. ‘The most basic formulations of publicity rights, as expounded by courts, protected against unauthorized appropriation of “names” and “likenesses.” 39, By way of false advertisement, MKU eamed and continue to eam. monies and reputation as they are connecting themselves with the famous and reputed name of Plaintiff. MKU is misrepresenting and deceiving the whole world by making false and misleading advertisement and publicity. 40. MKU with a view to that more and more people would take interest in Mount Kenya University admission programs, MU deceiving people by falsely advertising that YVES TCHOUTA (a US renowned personality) is professor. Using YVES TCHOUTA false designation in its prospectus and media releases, is a clear infringement of YVES TCH@ITA privacy and publicity rights. MKU used XL SQUAD’s name on various news and media releases and also in its prospectus/magazines, without the written permission of Plaintifis, which is a clear infringement of their Intellectual property, copyrights, trademark rights, publicity rights etc. It is evident from the act and conduct of the ° Cabaniss v. Hipsley, 151 S.E.2d 496, 503-06 (Ga. Ct. App. 1966) (establish common-law publicity rights under Georgia law) 12 Complaint For DamagesDefendants that they have deliberately, willfully and knowingly infringed the aforesaid rights of the Plaintiffs, with an intention to gain profit and eam business opportunities. FIRST CAUSE OF ACTION (Breach of Contract) 41. Plaintiffs repeat, re-allege, and incorporate by reference the preceding paragraphs of this complaint, as though fully set forth herein. 42. Plaintifis have spent significsit anioust of money, engaged useful resources, and spent valuable time for the development of the new projects for MKU. Plaintiffs performed all obligations and conditions that they required to perform under the implied, expressed, oral and written Contract. 43, The Provisional Agreement, Final Agreement, MOA, Partnership Letter and other verbal contracts pertaining to this matter are fully binding upon the parties, it is further acknowledged and confirmed By MKU in the Partnership Letter (See, Exhibit “”), wherein MEU agreed with the terms of the Provisional Agreement and MOA. 44, The contract which Defendants: entered into with Plaintiffs is binding as a written contract. Contract was confirmed in the letter of partnership, dated February 20, 2015 (Exhibit “B”) which states “This is 10 inform you that MKU...has entered into partnership with Mr. Yves Tchouta, CEO of XL Squad 13 Complaint For DamagesEntertainment of Atlanta, Georgia”. Defendants have not released the $200,000.00 expense fund, as agreed. By failing to make payment as per the coissraet, Defendants committed a breach of contract. 45. Plaintiffs performed all obligations and conditions that it was required to perform under the Agreement. For complying the terms of the contract Plaintiffs have spent significant amount of monies, resources, time. From October 2014 - May 2015, Plaintiffs have incurred $170,000 for various works, for the development of the projects for MIKE See, Expenses Report by XL SQUAD Exhibit “F”. 46. Based on the MOA, MKU agreed and decided to give $200,000 to Plaintiff for the project. Defendants highly publicized and published the everywhere in East Africa precisely in Kenya and the partnership agreement was signed between XL SQUAD and MKU. Despite the assurances to give money to XL SQUAD, Defendant MKU has not given any amount to XL SQUAD. MKU earned profit by using the name of the XL SQUAD, a USA based company. 47. As per the Provisiz#sit Agreement Defendants were obligated not to disclose any information as the agreement is a Confidential agreement. 48. Defendants breached the Agreement, when Defendants publicized Confidential Information, for MKU’s own benefits and use, without the authorization, consent and knowledge of the Plaintiffs. 14 Complaint For Damages49. Defendants have breached the oral, written, expressed and implied contract as MKU has not provided any money to the Plaintiffs as agreed between the parties. 50. Defendants breached the terms of the Agreement when they failed to pay an amount of $200,000 to Plaintiffs, as agreed. Si. Asaproximate cause of Defendants’ breach, Plaintiffs have suffered and incurred datnages, costs and expenses in an amount exceeding $250,000. SECOND CAUSE OF ACTION (Implied Breach of Contract) 52. Plaintiffs repeat, re-allege, and incorporate by reference the preceding paragraphs of this complaint, as though fully set forth herein, 53. XL SQUAD has performed as required undes the im#lied contract, and in furtherance thereof has spent significant amount (See, Exhibit - :F”, Expenses Report) 54. _Isvwhat now appears to be a pattern of conduct designed to injure the XL SQUAD, MKU trexched the implied contract, without limitation, by disclosing and utilizing the confidential information relating to the script of LAST RESULT and the projects to be developed for MKU, and trade secrets of XL SQUAD. 15 Complaint For Damages55. Asa proximate cause of Defendants’ wrongful acts, Plaintiffs have suffered and incurred damages in an amount exceeding $250,000. THIRD CAUSE OF ACTION (Fraud) 56. Plaintiffs repeat, re-allege, and incorporate by reference the preceding paragraphs of this complaint, as though fully set forth herein. $7. Defendant, MKU, entered into an agreement with the Plaintiff XL SQUAD which is confidential and parties are/were supposed to saintain the confidentiality of the agreement, and not to disclose it, but Defendants in violation, made publi¢ announcements, media releases, and Defendants used Plaintiffs? original work ice, script for LAST RESULT and its trade secrets and the confidential information in violation of the agreement for Defendants’ benefits and commercial use. 58. Defendants knew that they were making false representations regarding the confidentiality of the agreement. 59. Plaintiff relied on Defendants’ representations and entered into the agreement, and gave access to the Confidential Information and Plaintiff's original work, i.e., script to the Defendants. 16 Complaint For Damages60. Defendants has an intention to deceive the Plaintifi’s by knowing its trade secrets and confidential information, and utilizing for its own benefits and personal and commercial use. 61. Defendants deceived Plaintiff when by improper means MKU. acquired Plaintiffs’ trade secrets, Confidential Information, for his personal gain and benefits. 62, Based on the MOA, MKU agreed and decided to give $200,000 to XL SQUAD for the development of projects for MKU. Defendants highly publicized and published the everywhere in East Aftica precisely in Kenya and the partnership agreement was signed between XL SQUAD and MKU. Despite the assurances to give money to XL SQUAD, Defendant MKU has not given any amount to XL SQUAD. MKU eared profit by using the name of the XL SQUAD, a USA based company. 63. Defendants knew or should have known that the promise to give $200,000 to XL SQUAD for the development of project is a false promise and made only with a view to deceive Plaintiffs to gain the access to confidential information and trade secrets of the Plaintiffs. 64. Defendants deceived Plaintiffs’ and gained access to Plaintiffs” copyrightable original work of the script of the LAST RESULT, trade secrets, and confidential information. 7 Complaint For Damages65. _Aspper the Provisional Agreement Defendants were obligated not to disclose any information s the agreement is a Confidential agreement. 66. Defendants intentionally and willfully defrauded Plaintiffs and caused continual detriment to the XL SQUAD business repittation. 67. Asa proximate cause of Defendants’ Fraud, Plaintiffs have suffered and incurred huge financial damages. 68. MKU knew or should have known that the Confidential Information of the Plaintifis is fully protected from disclosure and could not be used for the commercial purposes, personnel benefits and gains without prior authorization and consent of the Plaintiffs. 69. Defendants had made false representations to the Plslitiffs regarding the confidentiality of the agreement. 70. Asa proximate cause of Defendants’ Fraud, Plaintiffs have suffered and incurred damages in an amount exceeding $250,000. FQURTH CAUSE OF ACTION (Direct Copyright Infringement, 17 U.S.C. § 501, et seq.) 71. Plaintiffs repeat, re-allege, and incorporate by reference the preceding paragraphs of this complaint, as though fully set forth herein. 72. Original Script of Last Result is wholly copyrightable subject matter, alone or iu combination, under the laws of the United States, and that 1B ‘Complaint For Damagesmaterial is owned by XL SQUAD, which holds or will hold copyright interests therein pursuant to 17 U § 404. 73. Asa proximate cause of Defendants’ deliberate and willful acts of infringement of Plaintiffs’ rights, Plaintiffs have suffered and incurred damages in an amount exceeding $250,000. FIFTH CAUSE OF ACTION (Trademark Infringement) 74. Plaintiffs repeat, re-allege, and incorporate by reference the preceding paragraphs of this complaint, as though fully set forth herein. 75. XL Squad Entertainment logo and mark is the exclusive property of XL SQUAD. XL SQUAD first use the mark occurring on10/19/2005. XL Squad Entertainment logo and mark is the exclusive property of XL SQUAD. Plaintiffs have and continue to expend substantial amounts of money in resources for marketing and otherwise promoting plaintiff s products/services under and in association with plaintiff's “XL Squad Entertainment’ trademark throughout and outside the United States of America, including this district in the State of Georgia. 76. The Defendants have been infringing, directly and indirectly by way of advertising and publicizing the mark and logo ‘XL Squad Entertainment’ for Defendants’ personal use and commercial activities. 19 Complaint For Damages77. Defendants have had actual knowledge of the infringement of the trademark and logo of XL SQUAD, and actual knowledge that its activities constitute either direct or indirect inftingement of trademark and publicity rights. 78. As a proximate cause of Defendants’ deliberate and willful acts of infringement of Plaintiffs’ rights, Plaintiffs have suffered and incurred damages in an amount exceeding $250,000. SIXTH CAUSE OF (False Advertising, 15 U.S.C. § 1125) 79. Plaintiffs repeat, re-allege, and incorporate by reference the preceding paragraphs of this complaint, a3 thmugh fully set forth herein. 80. Asstated above, XL. SQUAD owas all rights in and to the marks XL Squad Entertainment is either arbitrary, inherently distinctive or suggestive, and/or a mark in which XL SQUADshas acquired a secondary meaning. 81. The respective marks have been used by XL SQUAD continuously and extensively in commerce in the United States for several years, and, upon information and belief, Defendants have used, advertised, and publicized the mark owned by XL SQUAD. 82. The XL SQUAD has established extensive goodwill in the mark and logo, which are uniquely associated with XL SQUAD in the minds of the general public. 20 Complaint For Damages83. MKU, with a bad faith, has used the mark and logo which XL SQUAD exclusively owned, without the written permission of the XL SQUAD. 84. By way of false advertisement, MKU eared and continue to earn monies and reputation as they are connecting themselves with the famous and reputed name of Plaintiffs. MKU is misrepresenting and deceiving the whole world by making false and misleading advertisement and publicity. 85. | MKU with a view to that more and more people would take interest in Mount Kenya University admission programs, MKU deceiving people by falsely advertising that YVES YCHOUTA (a US renowned personality) is professor. Using YVES TCHOUTA false designation in its prospectus and media releases, is a clear infringement of YVES TCHOUTA privacy and publicity rights. MKU used XL SQUAD’s name on various news and media releases and also in its prospectus/magazines, without the written permission of Plaintifis, which is a clear infringement of their Intellectual property, copyrights, trademark tights, publicity rights etc. It is evident from the act and conduct of the Defendants that they have deliberately, willfully and knowingly infringed the aforesaid rights of the Plaintiffs, with an intention to gain profit and earn business opportunities. 86. As a proximate cause of Defendants’ deliberate and willful acts of infringement of Plaintiffs’ rights, and false advertisement by Defendants, Plaintiffs have suffered and incurred damages in an amount exceeding $250,000. 21 ‘Complaint For DamagesSEVENTH CAUSE OF ACTION (Violation of Right of Publicity) 87. Plaintiffs repeat, re-allege, and incorporate by reference the preceding paragraphs of this complaint, as though fudly set forth herein. 88. Georgia’s right of publicity protects a person's name and likeness."in King v. Heritage Products, the Georgia Supreme Court held: [T]he appropriation of another's name and likeness, whether such likeness be a photograph or sculpture, without consent and for financial gain of the appropriator is a tort in Georgia. King, 296 S.E. 2d 697, 703 (citations removed)."° 89. In, Cabaniss v. Hipsley, 151 S.B. 2d 496 (Ga. Ct. App. 1966), the Georgia ‘Coutt' sf Appeals ruled that the unauthorized use of the plaintiff's photograph in an advertisement for the Atlanta Playboy Club violated the plaintiff's right of publicity, even if the photograph was published by mistake. 90. MKU with a view to that more and more people would take interest in Mount Kenya University admission programs, MKU deceiving people by '° In King, the defendants were producing and selling plastic busts of Dr. Martin Luther King, Jr., without the consent of Dr. King’s estate. The Georgia Supreme Court held that conduct was a violation of Dr. King's right of publicity, which could be enforced by his estate, In 2009, the U.S. Court of Appeals for the Eleventh Circuit (the federal judicial cireuit in which Georgia is located) cited California's right of publicity law with approval in Toffoloni v. LFP Publishing, 572 F. 3d 1201, 1208 n.2 (11th Cir. 2009), so other states' right of publicity doctrine might be persuasive in Georgia courts, 2 ‘Complaint For Damagesfalsely advertising that YVES TCHOUTA (a US renowned personality) is professor. Using YVES TCHOUTA false designation in its prospectus and media releases, is a clear infringement of YVES TCHOUTA privacy and publicity rights. MKU used XL SQUAD’s name on various news and media releases and also in its prospectus/magazines, without the written permission of Plaintiffs, which is a clear infringement of their Intellectual property, copyrights, trademark rights, publicity rights etc. It is evident from the act and conduct of the Defendants that they have deliberately, willfully and knowingly infringed the aforesaid rights of the Plaintiffs, with an intention to gain pteisit and eam business opportunities. 91. By using the name of the XL SQUAD, without Plaintifis’ permission, for commercial and business purposes, with a deliberate attempt to gain reputation and eam profits, MKU infringed the intellectual property rights, publicity rights and privacy of the Plaintifis. 92. As a proximate cause of Defendants’ deliberate and willful acts of infringement of Plaintiffs’ rights, and false advertisement by Defendants, Plaintiffs have suffered and incurred damages in an amount exceeding $250,000. EIGHTH CAUSE OF ACTION (Unjust Enrichment) 93. Plaintiffs repeat, re-allege, and incorporate by reference the preceding paragraphs of this complaint, as though fully set forth herein. 23 Complaint For Damages94. Defendants had used Plaintiffs’ confidential information for their own benefit and/or for the benefit of persons and/or entities other than Plaintiffs. If Defendants are allowed to retain those monies under the circumstances in which those monies were obtained, Defendants will be unjustly enriched by their ‘own wrongfill act and conduct at Plaintiffs" expense. 95. By reason of the foregoing, Plaintiffs seek restitution from the Defendants, and order of this Court disgoring all profits, benefits, and other compensation obtained by the Defendants from their wrongful conduct in the approximate amount of $250,000 or in amount according to proof at trial. NINTH CAUSE OF ACTION (Violation of Georgia's Fair Business Practices Act) 96. Plaintiffs repeat, re-allege, and incorporate by reference the preceding paragraphs of this complaint, as though fully set forth herein. 97. Defendants have engaged and continues to engage in trade and commerce, including within the state of Georgia, having minimum sufficient contact. 98. Defendants’ actions in concealing and failing to disclose its intent to gain the benefits from the goodwill of Plaintiffs, unauthorized and unapproved use of the mark, logo and publicity, constitute unfair, unlawful, or deceptive practices. 4 ‘Complaint For Damages99. Defendants’ unfair, unlawful, or deceptive practices violate the Georgia Fair Business Practices Act of 1975. 100. Defendants have enjoyed substantial advantages, profits, and income as a result of its unfair, unlawful, or deceptive practices. MKU has, without authorization, enjoyed the goodwill of XL SQUAD by using its mark, copyrightable material and trade secrets. 101. Defendants’ willful and deliberate actions have injured and damaged Plaintiffs’ busitiess reputation and caused huge financial losses. 102. By reason of the foregoing, Plaintiffs seek restitution from the Defendants, and order of this Court disgoring all profits, benefits, and other compensation obtained by the Defendants from their wrongful conduct in the approximate amount of $250,000 or in amount according to proof at trial. PRAYER FOR RELIEF WHEREFORE, Plaintiffs request that judgment be entered in its favor and against Defendants as follows: A. Awarding XL SQUAD all damages resulting from MKU’s breach of the Contract, including all attorneys’ fees and costs associated with its litigation; 25 ‘Complaint For DamagesB. Awarding damages to XL SQUAD, resulting from the breach of implied contract by MEU: C. Awarding Plaintiffs’ dimages resulting from the violation of Publicity rights of Plaintiffs; D. Awarding XL SQUAD damages resulting from the infringement of Copyright and its trademark by the Defendants; E. For an accounting from Defendants of theit misuses of Plaintiffs’ copyrightable material, confidential information, and trade secret and other unlawfal acts. F. That Defendants, along with their respective agents, employers, employees, attomeys and those persons in active concert or participation with him, be enjoined by way of a temporary injunction, preliminary injunction, and permanent injunction as follows: i. directly or indirectly disclosing or utilizing Plaintiffs’ trade secrets and confidential information; ii, directly or indirectly disclosing or utilizing Plaintiffs’ copyrightable material; and iii, directly or indirectly disclosing or utilizing Plaintiffs’ mark, logo or name for its commercial and personal use and benefits. G. Disgorge Defendants of all profits unjustly eared; H. For exemplary and punitive damages; 26 Complaint For DamagesI. For non-economic damages in an amount to be proven at trial; and J. An order granting Plaintiffs’ such other and further relief as this Court may deem just and proper. uw u“ SURY TRIAL JURY TRIAL IS DEMANDED. CERTIFICATE OF COMPLIANCE The undersigned counsel certifies that the foregoing has been prepared in Times New Roman (14 point) font, as required by the courts in Local Rule 5.1. Dated: March 25, 2016 Respectfully submitted by: SARA ESLAMI LAW OFFICE OF SARA ESLAMI 3355 LENOX ROAD, SUITE 750 ATLANTA, GEG#GIA 30326 Phone: (678) 5101734 (678) 510-1736 EMMANUEL NSAHLAI, Esq. NSAHLAI LAW FIRM CA State Bar No. (207588) 2 ‘Complaint For Damages3460 WILSHIRE BLVD, STE 1220 LOS ANGELES, CA 90010 Tel (213) 674-4181 Fax (213) 738-0828 emai ailawfirn website: WwW. Attorneys for Plaintiffs XL Squad Entertainment LLC and Yves Tchouta 28 Complaint For DamagesCERTIFICATE OF SERVICE A copy of the foregoing document was served by the Court's CM/ECF system, this 25th day of March 2016, to the following attomey of record in this case: Mount Kenya University, MKU Main Campus, General Kago Road, P.O. Box. 342-0010 DR. SIMON N. GICHARU CBS CHAIRMAN Mount Kenya University, MKU Main Campus, General Kago Road, P.O. Box. 342-00100 SARA ESLAMI LAW OFFICE OF SARA ESLAMI 3355 LENOX ROAD, SUITE 750 ATLANTA, GEORGIA 30326 Phone: (678) 510-1734 Fax: (678) 510. email: s.eslamilaw gmail.com EMMANUEL NSAHLAI, Esq. NSAHLAI LAW FIRM. CA State Bar No. (207588) 3460 WILSHIRE BLVD, STE 1220 LOS ANGELES, CA 90010 Tel (213) 674-4181 Fax 29 ‘Complaint For DamagesExhibit “A” (Copy of MoA)MEMORANDUM OF AGREEMENT AND XL SQUAD ENTERTAINMENTJanuary 21, 2015 2878 Overluok Way Atlanta, Georgia 30324 ‘The Chairman Mount Kenya University Main Campus General Kago Rd. P.O. Box 342-0100 Thika PERSONAL & CONFIDENTIAL, STTER OF INTENT Ft POSED BUSINESS TRANSACTI Attn. Dr Simon N. Gicharu, CBS Dear Sir, PROVISONAL AGREEMENT This “Provisional Agreement” is a broad overview regarding the necessary steps to complete the aforementioned project as discussed within the Memorandum of Agreement. Be advised that in an effort to complete the project without delay the projects vision must be viewed as a comprehensive, cohesive and seamless ongoing effort until the project is completed. This preliminary analysis regarding the implementation and development for the “Mount Kenya University Film Initiative Project” and the “MKU Institute of Creative, Film and Performing Arts” presents the provisional agreement in three parts: Phase | (Working Capital Budget), Phase II (Mount Kenya University Film Initiative Project Contest), and Phase I (Mount Kenya Institute) that includes our recommendations and evaluation to aid in the facilitation of the project. It is imperative that we give you a summary of the scope of work that will be performed during all phases. Regards, Yves Tchouta Yves Tehouta, CEO XL Squad Entertainment LETTER OF INTENT FOR PROPOSED BUSINESS TRANSACTIONPERSONAL & CONFIDENTIAL January 21, 2015 2878 Overlook Way Atlanta GA 30324 Re: PROVISIONAL AGREEMENT Dear Dr. Simon N. Gicharu, CBS: This non-binding (“Letter of Proposed Transaction”) is made by and between XL Squad Entertainment, LLC (“Party A") and Mount Kenya University ("Party B”) and together collectively {the “Parties”) set forth the general terms and conditions of this agreement. Mount Kenya University hhas agreed to fifty five percent (55%) of the "Mount Kenya University Film Initiative Project” and the “MKU institute of Creative, Film and Performing Arts” (the “ Proposed Transaction”). XL Squad Entertainment, LLC has agreed to forty five percent (45%) percent of the “Mount Kenya University Film Initiative Project” and the “MKU Institute of Creative, Film and Performing Arts” (the Proposed Transaction”). This letter contains binding provisions of understanding between both “Parties”, When the Final Agreement has been reached, we would like to confirm thal we share an understanding of the principal terms and conditions of the Proposed Transaction, and that all Parties are willing to proceed in mutual good faith to work toward the Final Agreement and a closing consistent with these terms. The goal is to have Mount Kenya University provide and facilitate and contact with the sponsors in Kenya, Africa. In addition, XL Squad Entertainment, LLC will facilitate putting the project together, promoting and marketing the film contest which will produce the film (Last Result”), ‘The Party(s) will do the following: 1. PROPOSED TRANSACTION. Mount Kenya University (“Party B") will do the following: Phase I: Working Capital Budget Fund the “Mount Kenya University Film Initiative Project" (“The Project”) on behalf of the University during Phase 1 of the project, where funds will be disbursed by (“Party B"). Mount Kenya University will infuse (55%) fifly five percent of the total initial budget necessary to launch the initial phase (Phase 1) of the project where the total budget is ($200,000 USD) where (S1 10,000 USD) or (55%) fifly five percent of the total budget will be paid in full upon commencement of Phase I of the “Mount Kenya University Film Initiative”. XL Squad Entertainment, LLC will implement the following initiatives in collaboration with Mount Kenya University during Phase | of the “Mount Kenya University Film Initiative Project” and the “MKU Institute of Creative, Film and Performing Arts” (the “Proposed Transaction”) are the following: * Filmmaking (4- Week) Short Course Curriculum Development. - Filmmaking ~ Screenplay Writing - Film and Television - Cinematography ~ Film and television Editing= Sound Recording and Engineering = Acting = Animation, Outsourced Firing and Retention of Personne! Sponsorship (Mechanisms in Place) Travel and Transportation Meeting and Accommodations Agents and Talent Scouts IT Consultant Media and Dats Content Manager SMS Text Messaging Technician Web Designer Promotions and Marketing Phase Il: Mount Kenya University Film Initiative Project (LAST RESULT) Contest During Phase {1 Mount Kenya University shall share in revenue streams generated in excess of (S2 million USD) from the “Mount Kenya University Film Initiative Project” (“The Contest”) where the general population, students and fans will have the opportunity to vote for the actor or actress that they would like to appear and star in the film initiative through a series of votes via SMS text messaging that will generate revenue where Mount Kenya University and XL Squad Entertainment, LLC will maintain an Escrow account to which Mount Kenya University will be entitled to (55%) fifty five percent of the ‘net profits’ from the film contest and the retail sales of the final cut of the film ‘The Last Result’ and XL Squad Entertainment, LLC will be entitled to (45%) forty five percent of the ‘net profits’ from the film contest and the retail sales of the final eut of the film "The Last Result’ all funds will be disbursed from specified sponsors and placed in an Escrow account that will be held by a mutually seceptable Attorncy-At-Law and funds will be disbursed monthly through @ Certified Publis Accountant that uses Generally Recognized Accounting Practices (GRAP). Phase III: Mount Kenya Centre Facilitate the “Mount Kenya University Film Initiative Project” and the “MKU Institute of Creative, Film and Performing Arts” by providing the facility for the project that includes but not limited to the following initiatives: advertising the curriculum in the university catalog, assigning the number of units per course, continuing education courses, provide a degree certificate or diploma after course completion, Ensure that the stall and personnel bas adequate office space to contracting and recruiting personnel for ongoing university quarters. in addition, Mount Kenya University will be entitled to (55%) fifty five percent of the ‘net profits’ from the MKU Institute of Creative, Film and Performing Arts” and XL Squad Entertainment; LLC will be entitled to (45%) forty five percent of the ‘net profits’ from the MKU Institute of creative, film and Performing Arts” XL Squad Entertainment, LLC (“Party A”) will do each ofthe following: Phase I: Working Capital BudgetFund the “Mount Kenya University Film Initiative Project” and the “MKU institute of Creative, Film and Performing Arts” (“The Project") on behalf of the University during Phase { of the project, where funds will be disbursed by (“Party A”). XL Squad Entertainment, LLC will infuse (45%) forty five percent of the total initial budget necessary to launch the initial phase (Phase 1) of the project where the total budget is (§200,000 USD) where ($90,000 USD) or (45%) forty five percent of the total budget will be paid in full upon commencement of Phase I of the “Mount Kenya University Film Initiative” and the "MKU Institute of Creative, Film and Performing Arts”. The funds will be used to facilitate the “Mount Kenya University Film Initiative Project” and the “MKU Institute of Creative, Film and Performing Arts” as the Director of the project that includes but not limited to the following iniuatives: contracting and recruiting personnel, securing travel arrangements, securing sponsorship, Promote and secure talent for the film initiative contest that is designed to generate revenue for the (Mount Kenya University Film Initiative Project”. XL Squad Entertainment, LLC will implement the following initiatives in collaboration with Mount Kenya University during Phase 1 of the “Mount Kenya University Film Initiative Project” and the “MKU Institute of Creative, Film and Performing Ants" (the “Proposed Transaction”) are the following: * Filmmaking (4- Week) Short Course Curriculum Development + Filmmaking ~ Screenplay Writing - Film and Television Direction ~ Cinematography ~ Film and Television Editing ~ Sound Recording and Engineering > Acting = Animation Outsourced Hiring and Retention of Personnel ‘Sponsorship (Mechanisms in Place) Travel and Transportation Meeting and Accommodations: Agents and Talent Scouts IT Consultant Media and Data Content Manager SMS Text Messaging Technician Web Designer Promotions and Macketing Phase II: Mount Kenya University Film Initiative Project Contest Dring Phase It XL Squed Entertainment, LLC shall share in revenue streams in excess of ($2 million USD) generated from the “Mount Kenya University Film Initiative Project" and the "MKU Institute of Creative, Film and Performing Arts” (“The Project”) the film initiative where Mount Kenya University and XL Squad Entertainment, LLC will maintain en Esexow Account to which XL Squad Entertainment, LLC will be entitled to (45%) forty five percent ofthe ‘et profits? and Moont Kenya University will be entitled to (55%) fifty five percent of the ‘net profits’ from the film contest ‘and the retsil sales of the final cut of the film ‘The Last Result’ and XL ‘Squad Entertainment, LLC will be entitled to (45%) forty five percent ofthe ‘net profits’ from the film contest and the retail sales of the final cut of the film “The Last Result” all funds collected from specified sponsors and Placed in an Escrow account that will be held by a matually acceptable Attomey-At-Law wherefunds will be disbursed monthly through a Certified Public Accountant that uses Generally Recognized Accounting Practices (GRAP). Phase III: Mount Kenya Centre Facilitate the “Mount Kenya University Film Initiative (LAST RESULT) Project” and the “MKU Institute of Creative, Film and Performing Arts” as the Director of the project that includes but not limited to the following initiatives: contracting and recruiting pereonnel, sccuring travel arrangements, securing sponsorship, promote aad secure talent for the film initiative contest that is designed to generate revenue for the "Mount Kenya University Film Initiative Project” and the “MKU Institute of Creative, Film and Performing Ants, KL Squad Entertainment, LLC will be entitled to (45%) forty five percent of the ‘net profits’ and Mount Kenya University will be emtitled to (55%) fifty five percent of the ‘net profits’ from the MIL Institute of Creative, Film and Performing Arts”. 2. TIMING. The Parties shall execute the Letter of Proposed Transaction on or before 12pm January 23, 2015 (the “Closing Date”). 3. CONTINGENCIES. Any obligation to consummate the Proposed Transaction under the terms of this Letier of Proposed Transaction is based entirely on satisfaction of each of the following conditions: a. Execution of mutually acceptable Proposed Transaction under the laws of the Country of Kenya b. Receipt of all applicable consents, approvals, and authorizations including but not limited to, release consent forms, non-circumvention agreements, confidentiality agreements, contractual agreements notarized by both parties relating to this Proposed Transaction. c. Completion by each Party and its business, legal, financial, and its University Affiliates representative(s) of a substantial due diligence investigation of all relevant business, legal, financial documents, with results satisfactory to each Party before signing this document or as otherwise agreed by the mutual written agreement of the Parties (the “Due Diligence Completion Date"). 4, EXTENSIGN OF TIME FOR CLOSING. Ifthe Proposed Transaction is not completed by the Closing Date and each Party has been operating in good faith to complete its due diligence and negotiate the transaction documents in order to consummate the Transaction, the Parties shall evaluate the progress made towards closing and, if suitable progress is being made, discuss in good faith a revised Counting Period (as defined below) and Closing Date to have the “University Project” completed. If satisfactory progress has not been made towards closing, or if the Closing Date cannot occur by January 23, 2015, either Party in its sole discretion, may withdraw from this Proposed Transaction without any further obligation or liability to the other Party. Any Party withdrawing from this Proposed Transaction pursuant to thePreceding sentence shall promptly inform the other Party in writing of such terminatios notwithstanding any other provision contained herein. As used herein, the term “Counting Period” shall mean the period from the date of this proposal until the Closing Date, if on or before the Due Diligence Completion Date 5. NO PUBLIC DISCLOSURES, Except as may be required by law, neither Party shall make any public disclosure about the Proposed ‘Transaction contemplated by this Letter of Proposed Transaction before the Closing Date without the prior written approval of the other Party. If the law requires such disclosure, the disclosing Party must notify the other Party in advance and furnish the other Party with a copy of the anticipated disclosure. Any disclosure not required by law that occurs on or after the Closing Date must be mutually agreeable to the Parties; provided, however, that nothing in this Section 3 or 4 will prevent either Party from communicating information concerning this Letter of Proposed Transaction to any of its respective affiliates, officers, directors, employees, or professional advisors or to any third parties whose consent is required in connection with the Proposed Transaction contemplated by this Letter of Proposed Transaction, 6. EXCLUSIVE DEALING. In consideration of the effort and expense to be incurred by the Parties in connection with their due diligence review of this Proposed Transaction, each Party agrees that for a period of _180_ days from the date of this Letter of Proposed Transaction, such Party and its officers, directors, employees, and agents will not initiate, solicit, encourage (directly or indirectly), or accept any offer or proposal of any third party with respect to this Proposed Transaction, and shall not enter into any agreement, understanding, or transaction that would have an adverse affect on the ability of the Parties to consummate this Proposed Transaction. 7. EXPENSES, Unless and until otherwise agreed in writing, both parties shall be responsible for their respective expenses (including any legal, accounting, broker, advisor, investment banking, fees and other fees and expenses or prior or future commitments in respect thereof) incurred in connection with this Letter of Proposed Transaction, regardless of whether or not this Proposed Transaction is consummated. Except for breach of any confidentiality provisions hereof, neither Party shall have any liability to the other Party for any liabilities, losses, damages (whether special, incidental, or conscquential). costs, or expenses incutred by the Party if negotiations between the Parties are terminated as provided in Section 8 betow. 8. NON-BINDING LETTER; WITHDRAWAL. Each Party hereby reaffirms its intention that this Letter of Proposed Transaction as a whole, and is intended to constitute, a legal and binding obligation. contract, or agreement between the Parties, and is intended to be relied on by any Party as constituting such. Accordingly, the Parties agrec that either Party \o this Letter of Proposed Transaction may unilaterally withdraw from negotiations or dealing at any time for any or no reason at the withdrawing Party's sole diserction by notifying the other Party of the withdrawal in writing. If any Party withdraws from dealing or negotiation before January 23, 2015) or fails to negotiate in good faith, any obligation to negotiate and prepare the Final Transaction or otherwiseeal with the other Party, and the agreements of the Parties set forth in Section{s] 4, 5, and 6 shall immediately terminate; provided, however, the terms of this Proposed Transaction entered into by the Parties control over the right to withdraw from dealing in this Section. If the foregoing terms and conditions are in form and substance acceptable to you, please so indicate by signing this Letter of Proposed Transaction in the space provided below and returning it to the attention of the undersigned [no tater than January 23, 2015]. 1 look forward to working with you to complete this Proposed Transaction, Sincerely, Yves Tehouta, CEO XL Squad Entertainment, LLC Yvos I Ctouqa- = Signature Wate) Its: Director IN WFTNESS WHEREOF, the Parties hereto have individually and by their duly authorized Tepresentatives executed and delivered this Agreement, to be effective as of Cin} Printed NameExhibit “B” (Copy of the Letter of Partnership dated February 20, 2015)University OFFICE OF THE CHAIRMAN BOARD OF TRUSTEES: MKU00/CHBOT/015/04 20" February 2015 TO WHOM IT MAY CONCERN YVES TCHOUTA This is to inform you that Mount Kenya University (MKU), Nairobi, Kenya has entered into partnership with Mr Yves Tchouta, CEO of XL Squad Entertainment of Atlanta, Georgia, USA, by signing a memorandum of Agreement on 10" February 2015 at the University Main Campus. ‘The occasion has been highiy publicized in both local print and electronic media. Mount Kenya University is a private, non-profit making University with the Main ampus located in Thika Town. The University hasiseveral campuses within ‘enya, Kigali, Rwanda, Hargeisa, Somaliland, Uganda and Tanzania. The __ University has also partnered with various thiversities in USA and other countries. (XL Squad Entertainment is an inter term project, the university will film, The last result, which wi and Kenya, ¥. In this tong in producing a broadcasted inthe USA "The partnership will also Creative and Performii will be taught about the Art o! setting ip the MKU Institute of Film, s phase there students and the industry We are writing as a university to request you to give Mr, Tchoute any assistance as might be necessary,Exhibit “C” (Curriculum Page of MKU with XL Squad’s CEO Yves Tchouta)SCHOOL OF SOCIAL SCIENCES ae Puli tectar: ura sds pon fr rp pat se pb eure Pr Yes Introduction The Schoo! of Soca Sciences, sow in it fou years of existence at Mount Kenya Universi, has a curent population of over ven thousand students, offering Certificate, Diploma and Bachelors, Masters and PhO: courses in 2 wie range offs Inthe Humanities, Social and Applied Human Sciences. The School iso runs three Universy Common Units in Development Studies, Communication Skil, and Critical Thinking, which means that all students ofthe University have an opportunity to Interact with faculty fom Schoo "he School fers marke riven and commanity sense ad interventionist programmes through a variety of modes, including Regular, Evening, Weekend, Schoo! Based snd Viral Learning, The Schools constuted by seven Departments, namely the Department of Social and Development Studies, Department of Joumlisy and Mass Communication, Department of Psychology, Deparment of Humaries, Deparime English and Other Foreign Languages, Deparment of Kiswahil and Other African Languages, and the insite of Security Studies, hstice and Ehies. DEPARTMENT OF COUNSELING PSYCHOLOGY J rrocsawies | ADMISSION REQUIREMENTS | DURATION 4 FES eS SE traeass trict eect batenen eeeExhibit “D” (XL Squad invites to Atlanta to MKU representatives, and itinerary of visit)YVES TCHOUTA [Director J 2878 Lenox Road ‘Atlanta, GA 30324 USA TEL: 404.461.2753 (US) EMAIL: yusti@xlsquacicom }@ Chairman Mount Kenya University PO Box 342 01 000 Thika Kenya 20 January 2015 Re: INVITATION TO VISIT XL SQUAD ENTERTAINMENT IN ATLANTA, GEORGIA, USA, XL Squad Entertainment LLG, Atlanta Georgia, USA and Mount Kenya University, Nairobi, Kenya have agreed to enter into partnership to promote exchange program and the satting Up of an Institute of Creative, Film and performance Arts at Mount Kenya University | would like to invite the following MKU executives to visit our location in Atlanta, Georgia USA. 1. MrKelvin Gicharu Nyutu-MKU Executive and representative of the MKU Chairman DrSimon N.Gicheru,OBS. The Chairman isthe founder end Vision Carrier of Mount Kenya University. 2. Mr Wilson Mbugua is the Head, Multimedia Department of Journalism, Mount Kenya University Kenya. oe ‘3. Mr. Anthony Njagi Key Acvisor for the Chairman of Mount Kenya University and the Institute of Creative Film and Performing Arts. He is award winning Fim Producer in Kenya ‘Schools and Colleges National drama festival. “4. Pithon Gichure Muchoki is a video blogger also a filmmaker at Twenyive Studios. 5. John Opanda Ekombe representing MKU students. We are ready to host you from on or around! thé.17th of April 2015 to or around the 26th of ‘Antil 2015, We expect you to among cither things , meet the several Executive Directors. of XL Squad Enterteinment and officials at Georgia State University Mass Communication Department who are key stakeholders regarding the project. ‘Therefore, we request that you book your round trip fights and keep us informed about your fight schedules fo enable us to come up with an itinerary of your stay We hope you accept this invation which v6 hope isthe beginning of a mutualy beneficial relationship Sincerely, For XL Squad Entertainment Wes Tehouta DirectorMount Kenya University Institute of Film, Creative and Performing Art From, \Y 4 15 ATLANTS -Mr Kelvin Gicharu Nyutu — - Pithon Gichure Muchoki -Mr Wilson Mbugua - Mr Anthony Njagi Saturday 25th, 2015 ~ ARRIVAL 12:30pm Pick Airport - Hotel Spm - Spm Martin Luther King SUNDAY 26th, 2015 ~ Civil Right Museum 129m - 2pm —__- Georgia Aquarium 3pm - Spm. ~ Reception Dinner at Yves Tchouta Residence 7pm MONDAY 27th, 2015 ~Meeting at XL SQUAD ENT. Office 10am - 3pm Chairman's Speech by Mr Kevin Gicharu - Update Kenya & East Africa by Anthony Njagi Presentation XL Squad Structure ~ Project XL Squad & MKU Development & Progress (AFA/MKU) - Presentation Curriculum Dr Laura (IFCPA) + Presentation (Exchange Pro & Short Course GSU & MKU. ‘Dr Oliver Green) - Presentation by Tommy Wright (Conf cail) Innovative Technical and ergonomic strategios for MKU campus and the production faciliy (Equipments) - Update film Last Result production by Rozina Negusei = Afternoon + Meeting with Dr David Cheshier 4pm Director, creative Media Industries institute at Georgia State University - Visit XL Squad post production studio 6pm TUESDAY 28th, 2015 - Visit PC&E studio Atlanta 9am - 11am ~ Production service offered ~ Look at the latest motion picture camera equipments. + Grip trucks 1 ton - 10 ton, ~ Sound Stage for production on green screen ‘Lunch 12pm - 1:30pm (Mary Max restaurant) - Screen Gems 2pm - 4pm - The Company Acting Studio 7:30 Instructor LISINA STONEBURNER (Master Class)Mount Kenya University Avistitute of Film, C and Performin WEDNESDAY 29th, 2015 - City of Atlanta and State of GA film Offices 9:30am - 12pm Lunch at Gladys knight Restaurant 12:30pm - 1:30pm - Georgia Film Institute at Southern Crescent (IVew Institute) ‘Seminar 3pm-4pm with Scott Votaw Director - Artist Akon Recording studio 7pm - 8pm (possible meeting with Akon depending on his schedule) THURSDAY 30th, 2015 - GEORGIA STATE UNIVERSITY 9am - 11:30pm ‘Meeting with heads of Communication department & Music department Lunch 12pm - 1:30pm Mango Restaurant - CNN pm - 2pm - TYLER PERRY STUDIO 3PM - 5PM ~ THEATER - PLAY 7:30pm - 9:30pm Bleu for an Alabama Sky FRIDAY 1st, 2015 = XL SQUAD ENT. OFFICE 9am - 11pm Brief meeting with MKU team, Tinalire dates, Budget etc. - DEPARTURE AIRPORT 12PM.Exhibit “E” (Publicity material by MKU)Sea Nuggets of wisdom from top university officials and physical infrastructure. We strongly believe that delivery of quality higher education isnot possibien an environment where there ta paucity ofthese resources. Therefore, at all our Campuses, we have a sustained focus on acquiring the best facilities. We are already expanding the existing facilities at Thika Main Campus, Nakuru, Eldoret, Kakarnega, Lodwar, Kigali (Rwanda), Mombasa and Kis. My vision is for MKU to be the byword for Science and Research in fica would like to thank my fellow BOT members, Council, Chancellor Pro-Chancellor, Vice-Chancel- {or and all the staff members, parents and students for their unparalleled support in the quest for Dr Simon N.Gicharu, CBS achieving this vision” Founder and Board of rusces Charman ey higher learning in East Africa. The backbone of our success has been providing the neces- sary physical and human resources. We haved ereatéd an enabling environment for real zation of cur Vision, which isto be a centre of Excellence in raining, research and innovation in Science & Technology in Africa. Since the aivard of the Univetsity Charter, the number of students has continued to grow. The university has continuously recruited experienced and highly qualified academic taf in various disciplines to ensure thatthe high quality teaching and training standards are maintained. The university has also tapped academic talent ouside Kenya to strengthen aca- demic staff and boost exchange programmes. We have putin place a taf Development Fund that has supported a number of staff pursuing Masters and PhD programmes, ome of who are graduat- Prof. Grace Njoroge, PhD ing today! Chai Unie M KU has sustainably remained the most preferred University and a premier institution of human development index. As the largest private university in East and Central Africa, its impact on the regional human resource capital base cannot be gainsaid. The graduiands Join a growing lst of alumni who honed ther talents and whetted their sills at the university, and are now a force to reckon with in various economic sectors ranging from business and economics to agriculture and science. With the university continued focus on enhancing quality training and high standards of research, we as Council are confident that MKU will continue setting the pace in this arena. Once again, | wish to reiterate our support forall staff and students and thank the par- ‘ents and guardians for walking with us on this quest for a more knowiedge-driven future.” M ‘ount Kenya University is contributing immensely towards the improvement of Kenya's Dr, Vincent Gaitho, Ph.D fing new horizons and challenges. Some of you may ‘rom this moment on, you will be confronting new horizo: Be stay closer to home, some may move slightly further away and yet others may find themselves ina totally acgae ‘Wherever you may find yourselves and whatever challenge you ue to wi days ac ‘may have chosen te ind explore, you have to hold true to what shaped your yesterdays Incuedg an oper ete at you ar oa and dare robe al that you canbe tomorow May Gor bess each of you - not only wit edith, happiness and fullment- but also.with the sense of ‘atiude for the MKU family tha trisches our ives as we enrich those of our students "apni 2015 ersExhibit “F” (Expenses Report by XL SQUAD)XL SQUAD ENTERTAINMENT www xlsquad.com Expenses Report October 2014 - May 2015 Entities Work Description Cost Dr Laura * Curriculum Creation $21,000.00 Thompson + Text Books (To be shifted to the next phase) Tommy Wright | Consultation fees- $7000 Working on Innovative Technical Ergonomic Strategies & production facilities (balance shifted next phase) Dr Oliver Green *__MKU/GSU Synergy $ 5600 Publicity ¢__USAP.R. $17,500 Legal Sonya Blackmon Paralegal $6500 Samia Fields Executive Administrative $6500 Jeff Allen + Lawyer $15000_ Working Letter sponsors, logistics, Casting $ 44,500 Capital Agency, negotiation distribution E Atlanta one. Office- Office related Work Administrative Sponsorship proposals/Development Staff Travel & Travel, Visits,Refreshments and hotel. | $22,600 Hotel & Proposal, local negotiation for companies sponsorship ‘Accounting ‘Financial Statements $6000 Dr Laura (IT, Cloud, distribution line) working | $5800 lamina on condensed version of workshop courses that will be taken online or via Skype virtual space Travel & ‘Meeting with Antoine Fuqua, LA and | $12,000 networking. New Orleans Total Expenses As of Today $170,000 * The textbooks cost will be shifted in 1 * Tommy Wright (Innovative Technical & production facilities) balance shifted i of budget. ext phase of budget, n the next phaseExhibit “G” (Invitation Letter)YVES TCHOUTA Atlanta, GA 20324 USA TEL: 408.441.2798 (US) Mall: yst@xtsquad com Mount Kenya University PO Box 342.01 000 Thika Kenya 20 January 2015 Re: INVITATION TO VISIT XL SQUAD ENTERTAINMENT IN ATLANTA, GEORGIA, USA, XL Squad Entertainment LLO, Attanta Georoia, USA and Mount Konya University, Nairobi, Kenya have agreed to enter into partnership to promote exchange program and the setting Up of an Institute of Creative, Fim and performance Arts at Mount Kenya University. | would 'ike to invite the folowing MKU executives to vist our location in Atianta, Georgia USA. 1. Mr.Kelvin Gicharu Nyutu-MKU Executive and representative of the MKU Chairman Dr-Simon N.Gicharu,CBS. The Chairman is the founder and Vision Carrier of Mount Kenya University 2. Mr.Wilson Mbugua is the Head, Multimedia Department of Journalism, Mount Kenya. University Kenya. 3. Mr. Anthony Njagi Key Advisor for the Chairman of Mount Kenya University and the Institute of Creative Film and Performing Arts, He is award winning Film Producer in Kenya ‘Schools and Golleges National drama festival 4. Pithon Gichure Muchoki is a video blogger also a filmmaker at Twenyfive Studios. 8, sol Opanda Ekombe representing MKU students. We are ready foot you rom on or araund the th oF Apri 2015 to or around the 26th of April 2015. We Sxpect you to among other things ;"meet the several Executive Directors. of XL Squad Entertainment and offcialé et Georgia State University Mass Communication Department wito aro key stalcehoiders regarding the project. Therefore, we' request that You book your round trip flahts and keep us informed about your fight sched to enable us to come up with an itinerary of your stay ‘We hope you accept this invitation which we hope is the beginning of a mutually beneficial relationship Sincerely, For XL Squad Entertainment Yves Tehouta Director iExhibit “H” (The hardcopy of the webpage)Exhibit “I” (The hardcopy of the webpage)Exhibit “J” (The hardcopy of the webpage)Exhibit “K” (XL Cost expenses re Grand Hyatt Atlanta)Priceline Trip Number: 100-442-103-78 Grand Hyatt Atlanta hac Checkout sro Phone numer: Number of rooms ecorvation name: Hotel conematon umber or ype Important information ‘Adon ifomation Ccanclationplcy ‘rest car oquod ‘curries poicy Petpaty Rate deception ‘Set, Ape 25,2015 - Ar 03:00 Pak Fe May 1, 2098 12:00 {5200 Peschoe Road Alena ,GA 406-365-9100 Seon oom 12s Tehouts Reom2:Wvae Fees Fam 3°Wee Tenuta oom 1:¥0061697051 Room 210061637048 oom 340061657950 Pet ena Non-Smoking Sym Restaurant Handicap Accessible Busines Center 4 King Bed Lwarious Grand Bediheme:Lavsh Mable Bat Flt Serean Hay Comp Shut 2 eas ax2 quests. Hotels may charge or sdiional sunt, Upen check-in photo denilestion and rd card ae require. Al special requests at sujet osvatsbity upon checlcn, Specie requests somot be gueraneed end may inet acon charges. Guests are reqred 10 ‘show 8 phot identification an ered card vpon check, Please nol hak ‘a Spcil Requests ar sujet to mally ond ational charges may nny Forth om type and ete that youve selects, ou ate nt ellowed io ‘ange or cancel your revert. you cance our rm youl th be ‘args orth al rosevaon aroun ‘The reservation holder must presenta valid phat and cost car at ‘heckon. The eet cardi required for any aiional tl speiio ‘saree fees orienta charges of thal maybe charged bythe het tothe eutorer at chackout. Those charges may be mandaery (ag. ‘eso fees) e ptnal (parking, hone cals or minbar charges) ad ae retincuded in the room ae, Reserston is uaanied fatal onthe contied checkin dele oly. you do dein othe hel on the est day of your rearvton and you do nol alr tho hotel in advance ha remeling pron of you" ‘reservaon wil be canceled ana ou wil not been refund {+8 nots, «$100 nonefundabe pe fe wl apply. 7-20 rights, «$200 non-eundable et ee wl py. Only dogs waging 50 be and under aro armies: two dogs sowed not exceed 751 oa. Seni Animale fiarpt rom ese ‘Websaver- Full pre-payment required upon beoking ‘Summary of Charges “Total charged: $8,073 84 Purchase dete: Apr 25,2015 Payment metho: Vien (7698) ing mame: Yee Tehouta Room pice: $243.28 ight Number freer: 3 een Numer fights: 6 nights oor subi: $4374, anes foes: $068.84 Total charged: sg07s.e4 Paid ful Pees ee in USD {Charges wil be tom "Princo Nood Help? (ve ues eat Tol Feo (US & Canada) ‘800.87. 9188 From anys es or 2iz044 ooze You wl cea thie nfmaton Pécelne tip number: soaazt03-78 Phone numer vse: (404) rea056Exhibit “L” (XL Cost expenses re Alassane Transportation)ALASSANE TRANSPORTATION SERVICES, LLC 3200 Lenox road suite 313, Allanta, GA 30324 Phone: (404) 484-4973 ‘Website: atsinos.com Email info@atsimos.com Invoice Attention: Yves Tchouta Title: CEO Company Name: XL SQUAD ENTERTAINMENT 2878 Overlook Way May 4, 2015 Atlanta GA 30324 Project Titlle: MKU Visit Denaad a8 Project Description: Car Saturday Apri 25th 8 95.09] & Driver Service Invoice Number: 67890 Is ‘Sunday Aprt 26th a ls 3500 ‘Monday Aor 27th 16 (S350) “Tuesday Apri 26th a Is 35.00 Wednesday Apr 23th 18 [s__3500 Thursday April 30th 16 Is 36.00 Friday May 1st 18 ls 35.00 Saturday May 2nd fe [s_ 36.09] Subtotal ‘GMC Full Suburban Total ‘Make all checks payable to Alassane Transportation Services ‘Thanks you for your business!Exhibit “M” (XL Cost expenses re Taste of Africa)Tas TE@ODER INVOICE DESTINY FOOD SERVICES Event te May 2018 Ince carsaois Casimer 1D ESB UD te ‘VIPCATERING SERVICES. [ATTN MR YVES TCHOUTA FBREAKFAST®* LUNCH * DINNER +0UESTS seein Sslpenn eb Payee Terms Dee Dae {Che On ins iP Catering BUSINESS SeavieEs ‘ASAP CONFERENCE FOOD on Desc es 00 BREAKFAST APRIL 26 3015 a ‘VIP LUNCHES = ie DINERS FOR GUESTS —— APRIL27- MAY I, 2035 FIRE WATE MEALS FOR [BREAKFAST FOR 4 GUESTS 8 DAYS) SI795 X= BAVS a a0 [LUNCHES FOR 4 GUESTS (s DAYS) 495 5 BAYS oo ‘0 DINNERS FOR 4 GUEST (S DAYS) 35955 DAYS — w aS ‘SDAVS DILIVERY FREE“ SSXe 7 s i Sita ——$3.69100 Sales co ‘hala