Booking Contract - World Wrestling Federation Entertainment Inc. and Linda E. McMahon
WORLD WRESTLING FEDERATION ENTERTAINMENT, INC.
BOOKING CONTRACT
This World Wrestling Federation Entertainment, Inc. Booking Contract
("Agreement"), dated this Fifteenth (15th) day of February, 2000, and made
effective as of January 1, 2000, by and between World Wrestling Federation
Entertainment, Inc., a Delaware corporation, with its principal place of
business at 1241 East Main Street, Stamford, Connecticut 06902 (hereinafter
referred to as "COMPANY"), and Linda E. McMahon, an individual residing at 14
Hurlingham Drive, Greenwich, CT 06831 (hereinafter referred to as "TALENT").
PREMISES
WHEREAS, COMPANY is duly licensed, as required, to conduct professional
wrestling exhibitions and is actually engaged in the business of organizing,
publicizing, arranging, staging and conducting professional wrestling
exhibitions throughout the world and of representing professional wrestlers in
the promotion and exploitation of a professional wrestler's name, likeness,
personality and character; and
WHEREAS, COMPANY has established a nationwide network of television
stations which regularly broadcast COMPANY's wrestling programs for purposes of
publicizing COMPANY's professional wrestling exhibitions and COMPANY has
established a network of cable television organizations which regularly
broadcast COMPANY's professional wrestling exhibitions on a pay-per-view basis;
and in addition thereto, COMPANY has developed and produced certain other
television programs, which are also used to publicize, display and promote
COMPANY's professional wrestling exhibitions; and
WHEREAS, COMPANY's business operations afford TALENT opportunities to
wrestle and obtain public exposure which will increase the value of her
wrestling services and her standing in the professional wrestling community and
entertainment industry; and
WHEREAS, TALENT is duly licensed, as required, to engage in professional
wrestling exhibitions and is actually engaged in the business of performing as a
professional wrestler; and
WHEREAS, TALENT is a performing artist and the professional wrestling
exhibitions arranged by COMPANY constitute demonstrations of wrestling skills
and abilities designed to provide athletic-styled entertainment to the public,
and such wrestling exhibitions constitute entertainment and are not competitive
sports; and
WHEREAS, TALENT desires COMPANY to arrange wrestling matches for TALENT and
to assist TALENT in obtaining public exposure through live exhibitions,
television programs, public appearances, and merchandising activities, or
otherwise;
NOW THEREFORE, in consideration of the mutual promises and agreements as
set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties intending to be
legally bound, do hereby agree as follows:
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1. BOOKING
1.1 TALENT hereby grants exclusively to COMPANY, and COMPANY hereby accepts,
the following worldwide rights:
(a) During the term of this Agreement as defined below, the right to engage
TALENT's performance in wrestling matches at professional wrestling exhibitions,
as well as appearances of any type at other events, engagements or entertainment
programs in which TALENT performs services as a professional wrestler,
entertainer or otherwise directed by COMPANY in its sole discretion
(collectively the "Events"), whether such Events are staged before a live
audience, in a television broadcast studio, on location (for later viewing or
broadcast) or otherwise.
(b) During the term of this Agreement as defined below, the right, in
perpetuity, to sell or otherwise distribute tickets of admission to the general
public for viewing any or all of the Events, as well as to view the Events on
any closed circuit television, pay-per-view television, video exhibition or any
other medium now known or hereinafter discovered.
(c) During the term of this Agreement and thereafter, as provided for in
this Agreement, the right to solicit, negotiate, and enter into agreements for
and on behalf of TALENT for the exploitation of Intellectual Property (as
defined hereinbelow) for merchandising, commercial tie-ups, publishing, personal
appearances, performances in non-wrestling events and endorsements.
1.2 In consideration of TALENT's granting of rights, license and other
services, as set forth herein, and provided TALENT shall faithfully and fully
perform all obligations hereunder, COMPANY shall endeavor to book TALENT as an
individual or as a member of a group, which determination shall be made in
COMPANY's sole discretion, in matches at various Events.
2. WORKS
2.1 If COMPANY books TALENT to appear and perform at Events, TALENT hereby
grants to COMPANY and COMPANY hereby accepts, the exclusive right during the
term of this Agreement to video tape, film, photograph, or otherwise record, or
to authorize others to do so, by any media now known or hereinafter discovered,
TALENT's appearance, performance, commentary, and any other work product for any
or all of the Events. (These recordings by tape, disc, film, or otherwise are
collectively referred to herein as the "Programs".)
2.2 Notwithstanding the termination of this Agreement for any reason, and
notwithstanding any other provision of this Agreement, COMPANY shall have the
right to produce, reproduce, reissue, manipulate, reconfigure, license,
manufacture, record, perform, exhibit, broadcast, televise by any form of
television (including without limitation, free, cable, pay cable, closed circuit
and pay-per-view television), transmit, publish, copy, reconfigure, compile,
print, reprint, vend, sell, distribute and use via any other medium now known or
hereinafter discovered, and to authorize others to do so, the Programs, in
perpetuity, in any manner or media and by any art, method or device, now known
or hereinafter discovered (including without limitation, by means of videodisc,
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videocassette, optical, electrical and/or digital compilations, theatrical
motion picture and/or non-theatrical motion picture). All gags, costumes or
parts of costumes, accessories, crowns, inventions, championship, title or other
belts (if applicable), and any other items of tangible property provided to
TALENT by COMPANY and/or containing New Intellectual Property as defined in
paragraph 3.2 (a) shall be immediately returned to COMPANY upon termination of
this Agreement for any reason.
2.3 TALENT's appearance, performance and work product in any or all of the
Events and/or Programs shall be deemed work for hire; and notwithstanding the
termination of this Agreement, COMPANY shall own, in perpetuity, all Programs
and all of the rights, results, products and proceeds in and to, or derived from
the Events and Programs (including without limitation, all incidents, dialogue,
characters, actions, routines, ideas, gags, costumes or parts of costumes,
accessories, crowns, inventions, championship, title or other belts (if
applicable), and any other tangible or intangible materials written, composed,
submitted, added, improvised, or created by or for TALENT in connection with
appearance at the Events and/or in the Programs) and COMPANY may obtain
copyright and/or trademark and/or any other legal protection therefor, now known
or hereinafter discovered, in the name of COMPANY and/or on behalf of COMPANY's
designee.
2.4 If COMPANY directs TALENT, either singly or in conjunction with COMPANY, to
create, design or develop any copyrightable work (herein referred to as a
"Development"), such Development shall be deemed work for hire and COMPANY shall
own such Development. All Programs and Developments referred to in this
Agreement are collectively referred to as "Works."
2.5 All Works and TALENT's contributions thereto shall belong solely and
exclusively to COMPANY in perpetuity notwithstanding any termination of this
Agreement. To the extent that such Works are considered: (i) contributions to
collective works, (ii) a compilation, (iii) a supplementary work and/or (iv) as
part or component of a motion picture or other audio-visual work, the parties
hereby expressly agree that the Works shall be considered "works made for hire"
under the United States Copyright Act of 1976, as amended (17 U.S.C. (S) 101 et
seq.). In accordance therewith, all rights in and to the Works shall belong
exclusively to COMPANY in perpetuity, notwithstanding any termination of this
Agreement. To the extent that such Works are deemed works other than "works
made for hire," TALENT hereby assigns to COMPANY all right, title and interest
in and to all rights in such Works and all renewals and extensions of the
copyrights or other rights that may be secured under the laws now or hereafter
in force and effect in the United States of America or any other country or
countries.
3. INTELLECTUAL PROPERTY
3.1 The parties agree that as of the date of this Agreement, all service marks,
trademarks and any and all other distinctive and identifying indicia under which
TALENT claims any rights, including but not limited to TALENT's legal name,
nickname, ring name, likeness, personality, character, caricatures, voice,
signature, costumes, props, gimmicks, gestures, routines and themes, which are
owned by TALENT or in which TALENT has any rights anywhere in the world
(collectively, the "Original Intellectual Property") are described and
identified on Schedule A attached hereto and incorporated herein by reference.
During the Term of the Agreement,
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TALENT hereby assigns in good faith to COMPANY and COMPANY hereby accepts all
worldwide right, title and interest in and to TALENT's Original Intellectual
Property, including, but not limited to, the rights to license, reproduce,
manipulate, promote, expose, exploit and otherwise use the Original Intellectual
Property anywhere in the world in any commercial manner, media, art form, method
or device now known or hereinafter discovered.
3.2 (a) With the exception of TALENT's Original Intellectual Property, any
service marks, trademarks and/or distinctive and identifying indicia, including
ring name, nickname, likeness, personality, character, caricatures, voice,
signature, props, gestures, routines, themes, incidents, dialogue, actions,
gags, costumes or parts of costumes, accessories, crowns, inventions,
championship, title or other belts (if applicable), and any other items of
tangible or intangible property written, composed, submitted, added, improvised,
created and/or used by or associated with TALENT's performance in the business
of professional wrestling or sports entertainment during the term of this
Agreement (collectively the "New Intellectual Property") are hereby assigned to
and shall belong to COMPANY, in perpetuity, with COMPANY retaining all such
ownership rights exclusively throughout the world notwithstanding any
termination of this Agreement.
(b) Upon the termination of this Agreement, all rights in and to the
Original Intellectual Property shall revert to TALENT, except that COMPANY, its
licensees, sublicensees and assigns may continue to exploit any and all
materials, goods, merchandise and other items incorporating the Original
Intellectual Property made before such termination, until all such materials,
goods and merchandise are sold off.
3.3 It is the intention of the parties that the New Intellectual Property
belongs to COMPANY, in perpetuity, even to the exclusion of TALENT, and shall
survive the termination of this Agreement for any reason. COMPANY shall have
the exclusive right to assign, license, sublicense, reproduce, promote, expose,
exploit and otherwise use the New Intellectual Property in any commercial manner
now known or hereinafter discovered, regardless of whether such rights are
exercised during or after the Term of this Agreement and notwithstanding
termination of this Agreement for any reason.
3.4 The Original Intellectual Property and the New Intellectual Property are
hereinafter collectively referred to as "Intellectual Property."
3.5 TALENT agrees to cooperate fully and in good faith with COMPANY for the
purpose of securing and preserving COMPANY's rights in and to the Intellectual
Property. In connection herewith, TALENT acknowledges and hereby grants to
COMPANY the exclusive worldwide right during the Term of this Agreement (with
respect to Original Intellectual Property) and in perpetuity (with respect to
New Intellectual Property) to apply for and obtain trademarks, service marks,
copyrights and other registrations throughout the world in COMPANY's name and/or
on behalf of Company's designee. At COMPANY's expense and request, COMPANY and
TALENT shall take such steps, as COMPANY deems necessary for any registration or
any litigation or other proceeding, to protect COMPANY's rights in the Original
Intellectual Property and/or New Intellectual Property and/or Works.
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4. MERCHANDISING
4.1 TALENT hereby agrees that COMPANY shall have the exclusive right (i) during
the Term of this Agreement and thereafter, as provided in this Agreement, to use
the Original Intellectual Property and (ii) in perpetuity, to use the New
Intellectual Property in connection with the manufacture, production,
reproduction, reissuance, manipulation, reconfiguration, broadcast, rebroadcast,
distribution, sale, and other commercial exploitation in any manner, now known
or hereinafter discovered, of any and all materials, goods, merchandise and
other items incorporating the Intellectual Property. As to all such materials,
goods, merchandise or items created, developed, produced and/or distributed
during the Term of this Agreement using the Original Intellectual Property,
COMPANY shall have the exclusive right to sell and exploit such materials, goods
and merchandise until the sell-off of same. As to all such materials, goods,
merchandise or items using the New Intellectual Property, COMPANY shall have the
exclusive right, in perpetuity, to sell and exploit same forever. By way of
example and not of limitation, such items include t-shirts, posters, photos,
video tapes and video cassettes, dolls, books, biographies, articles and
stories, and any other such material goods, merchandise, or items relating to
TALENT.
4.2 It is the intention of the parties that COMPANY's rights described under
paragraph 4.1 are exclusive to COMPANY even to the exclusion of TALENT. COMPANY
shall own all copyrights and trademarks in any and all such materials, goods,
merchandise and items and shall be entitled to obtain copyright, trademark,
service mark or other registrations in COMPANY's name or on behalf of its
designee; and TALENT shall provide all reasonable assistance to COMPANY in so
obtaining such copyright, trademark, service mark or other registrations.
5. EXCLUSIVITY
5.1 It is the understanding of the parties that all rights, licenses,
privileges and all other items herein given or granted or assigned by TALENT to
COMPANY are exclusive to COMPANY even to the exclusion of TALENT.
6. TERM AND TERRITORY
6.1 The term of the Agreement shall be co-terminus with a certain Employment
Agreement dated October 14, 2000 between World Wrestling Federation
Entertainment, Inc. and Linda E. McMahon ("Contract"). In the event the
Contract is terminated for any reason, it is agreed that this Agreement shall
automatically terminate effective the date of termination of the Contract.
6.2 Reference herein to the Term hereof means the Initial Term and any such
Renewal Term. During any such Renewal Term, all rights, duties, obligations,
and privileges hereunder shall continue as stated herein. Notwithstanding
anything herein to the contrary, termination of this Agreement for any reason
shall not affect COMPANY's ownership of and rights in, including but not limited
to, any Works, New Intellectual Property and any registrations thereof, or the
rights,
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results, products, and proceeds in and to and derived from TALENT during the
Term of this Agreement; and the exploitation of rights set forth in Paragraphs
l, 2, 3 and 4 hereof in any and all media now known or hereinafter discovered.
6.3 The territory of this Agreement shall be the world.
7. PAYMENTS/ROYALTIES
7.1 This paragraph is intentionally left blank.
7.2 (a) If TALENT appears and performs in any Event in an arena before a live
audience at which admission is charged other than those arena events which are
taped or broadcast for purposes pursuant to paragraph 7.2 (b) and paragraph 7.2
(c) hereof (hereinafter "House Shows"), TALENT shall be paid by COMPANY an
amount equal to such percentage of the paid receipts for such House Show from
the live House Show gate receipts only as is consistent with the nature of the
match in which TALENT appears, i.e., preliminary, mid-card, main event, etc. and
any standards COMPANY establishes specifically for such House Show. However,
such amount shall not be less than One Hundred Fifty Dollars ($150.00) per House
Show.
(b) If TALENT appears and performs in connection with an arena or studio
Event which is taped or broadcast for use on COMPANY's television network or on
a pay-per-view basis ("TV Taping"), TALENT shall be paid by COMPANY an amount
not less than Fifty Dollars ($50.00) for each day of TV Taping, if any, on which
TALENT renders services hereunder in connection with the production of the TV
Taping.
7.3 PROMOTER shall not be liable in any way to pay royalties, residuals, fees,
or any other compensation whatsoever to WRESTLER in connection with the
performance of WRESTLER's Services hereunder other than as set forth in
Paragraph 7.2 above.
7.4 This paragraph is intentionally left blank.
7.5 This paragraph is intentionally left blank.
7.6 In the event the Original and/or New Intellectual Property are used by
COMPANY or licensed, sublicensed or assigned for non-wrestling personal
appearances and performances such as personal appearances for advertising or
non-wrestling promotional purposes, radio and television commercials, movies,
etc., TALENT shall earn an amount to be mutually agreed to by TALENT and by
COMPANY.
7.7 If COMPANY instructs TALENT to appear and perform in any Events or Programs
as a commentator and/or to participate in post-Event production and/or voice-
over activities as a commentator, TALENT's commentating shall be deemed work-
for-hire and TALENT hereby assigns to COMPANY and COMPANY shall own all rights,
in perpetuity, to all of TALENT's commentary and TALENT shall not be entitled to
receive any royalty payments, or any additional compensation or residual
payments whatsoever, as a result of COMPANY's commercial
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exploitation of such commentary in any form, whether broadcast programming,
cable programming, pay-per-view programming, videotapes, videodiscs, the
Internet or other mediums now or hereinafter discovered.
7.8 It is the understanding of the parties that TALENT shall not be paid
anything for COMPANY's exploitation of the Original and/or New Intellectual
Property in any of COMPANY's magazines or other publications, which COMPANY may
publish, produce or distribute at arenas, at newsstands and/or by mail or
through electronic or any other manner of media or distribution, now known or
hereinafter discovered, including, but not limited to, publication or
distribution on the Internet or America On Line.
7.9 For the avoidance of doubt and subject to paragraph 12.2, the non-compete
provision of this Agreement, TALENT acknowledges and agrees that TALENT shall
only be eligible for the payments set forth in paragraphs 7.1 through 7.6 above
in connection with Events or activities conducted by COMPANY.
8. COMPANY'S OBLIGATIONS
8.1 Although under paragraph 9.1 TALENT shall bear responsibility for obtaining
appropriate licenses for participating in wrestling exhibitions, COMPANY shall
be responsible for obtaining all other appropriate licenses to conduct
professional wrestling exhibitions involving TALENT. If COMPANY, at its
discretion, agrees to assist TALENT in obtaining her licenses, TALENT shall
reimburse COMPANY for its fees and expenses incurred in connection therewith.
8.2 COMPANY shall bear the following costs in connection with the development
and enhancement of the value of TALENT's performance hereunder and TALENT's
standing in the professional wrestling community, all of which shall benefit
TALENT:
(a) In connection with TALENT's appearances and performance at Events
staged before a live audience, COMPANY shall bear the cost of location rental,
COMPANY's third party comprehensive liability insurance for the benefit of the
venues, applicable state and local admission taxes, promotional assistance,
sound and light equipment, wrestling ring, officials, police and fire
protection, and such additional security guards as COMPANY shall require in its
discretion during a professional wrestling match;
(b) In connection with the production, distribution, and exploitation of
the Programs, COMPANY shall bear all costs incurred in connection with such
production, distribution, broadcast, transmission or other forms of mass media
communication;
(c) In connection with any product or service licensing activities and/or
merchandising activities, COMPANY shall bear all costs of negotiating, securing
or otherwise obtaining the product or service licensing arrangements, including
costs of agents, consultants, attorneys and others involved in making the
product or service licensing activities; and COMPANY shall bear all costs of
creating, designing, developing, producing and marketing merchandise or
services. In
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order to fulfill these obligations, COMPANY may make any arrangements,
contractual or otherwise, it deems appropriate to delegate, assign, or otherwise
transfer its obligations.
9. TALENT'S OBLIGATIONS
9.1 TALENT shall bear responsibility for obtaining all appropriate licenses to
engage in, participate in, or otherwise appear in professional wrestling
exhibitions.
9.2 TALENT shall be responsible for TALENT's own training, conditioning, and
maintenance of wrestling skills and abilities, as long as they do not interfere
with TALENT's appearance at scheduled events as follows:
(a) TALENT shall establish her own training program, shall select time of
training, duration of training, exercises, pattern of exercise and other actions
appropriate to obtaining and maintaining physical fitness for wrestling. TALENT
shall select her own training apparatus, including mats, weights, machines and
other exercise paraphernalia. TALENT is responsible for supplying her own
training facilities and equipment, whether by purchase, lease, license, or
otherwise.
(b) TALENT shall establish her own method of physical conditioning, shall
select time for conditioning, duration of conditioning and form of conditioning.
TALENT shall select time for sleep, time for eating, and time for other
activities. TALENT shall select her own foods, vitamins and other ingested
items, excepting illegal and/or controlled substances and drugs, which are
prohibited by COMPANY's Drug Policy.
9.3 TALENT shall be responsible for providing all costumes, wardrobe, props,
and make-up necessary for the performance of TALENT's services at any Event and
TALENT shall bear all costs incurred in connection with her transportation to
and from any such Events (except those transportation costs which are covered by
COMPANY's then current Travel Policy), as well as the costs of food consumed and
hotel lodging utilized by TALENT in connection with her appearance at such
Events.
9.4 TALENT shall use best efforts in employing TALENT's skills and abilities as
a professional TALENT and be responsible for developing and executing the
various details, movements, and maneuvers required of wrestlers in a
professional wrestling exhibition.
9.5 TALENT shall take such precautions as are appropriate to avoid any
unreasonable risk of injury to other wrestlers in any and all Events. These
precautions shall include, without limitation, pre-match review of all wrestling
moves and maneuvers with wrestling partners and opponents; and pre-match
demonstration and/or practice with wrestling partners and opponents to insure
familiarity with anticipated wrestling moves and maneuvers during a wrestling
match. In the event of injury to TALENT, and/or TALENT's partners and opponents
during a wrestling match, TALENT shall
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immediately signal partner, opponent and/or referees that it is time for the
match to end; and TALENT shall finish the match forthwith so as to avoid
aggravation of such injury.
9.6 TALENT shall use best efforts in the ring in the performance of wrestling
services for a match or other activity, in order to provide an honest exhibition
of TALENT's wrestling skills and abilities, consistent with the customs of the
professional wrestling industry; and TALENT agrees all matches shall be finished
in accordance with the COMPANY's direction. Breach of this paragraph shall
cause a forfeiture of any payment due TALENT pursuant to SECTION 7 of this
Agreement and all other obligations of COMPANY to TALENT hereunder, shall
entitle COMPANY to terminate this Agreement, but such breach shall not terminate
COMPANY's licenses and other rights under this Agreement.
9.7 TALENT agrees to cooperate and assist without any additional payment in the
publicizing, advertising and promoting of scheduled Events, including without
limitation, appearing at and participating in a reasonable number of joint
and/or separate press conferences, interviews, and other publicity or
exploitation appearances or activities (any or all of which may be filmed,
taped, or otherwise recorded, telecast by any form of television now known or
hereafter discovered, including without limitation free, cable, pay cable, and
closed circuit and pay-per-view television, broadcast, exhibited, distributed,
and used in any manner or media and by any art, method, or device now known or
hereafter created, including without limitation by means of videodisc, video
cassette, theatrical motion picture and/or non-theatrical motion picture and
Internet), at times and places designated by COMPANY, in connection therewith.
9.8 TALENT acknowledges the right of COMPANY to make decisions with respect to
the preparation and exploitation of the Programs and/or the exercise of any
other rights respecting Original and/or New Intellectual Property, and in this
connection TALENT acknowledges and agrees that COMPANY's decision with respect
to any agreements disposing of the rights to the Original and/or New
Intellectual Property are final, except as to TALENT's legal name, which COMPANY
may only dispose of upon TALENT's written consent. TALENT agrees to execute any
agreements COMPANY deems necessary in connection with any such agreements, and
if TALENT is unavailable or refuses to execute such agreements, COMPANY is
hereby authorized to do so in TALENT's name as TALENT's attorney-in-fact.
9.9 TALENT agrees to cooperate fully and in good faith with COMPANY to obtain
any and all documentation, applications or physical examinations as may be
required by any governing authority with respect to TALENT's appearance and/or
performance in a professional wrestling match.
9.10 TALENT, on behalf of himself and her heirs successors, assigns and personal
representatives, shall indemnify and defend COMPANY and COMPANY's licensees,
assignees, parent corporation, subsidiaries and affiliates and its and their
respective officers, directors, employees, advertisers, insurers and
representatives and hold each of them harmless against any claims, demands,
liabilities, actions, costs, suits, attorney fees, proceedings or expenses,
incurred by any of them by reason of TALENT's breach or alleged breach of any
warranty, undertaking, representation, agreement, or certification made or
entered into herein or hereunder by TALENT.
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TALENT, on behalf of himself and her heirs, successors, assigns and personal
representatives, shall indemnify and defend COMPANY and COMPANY's licensees,
assignees, parent corporation, subsidiaries and affiliates and its and their
respective officers, directors, employees, advertisers, insurers and
representatives and hold each of the harmless against any and all claims,
demands, liabilities, actions, costs, suits, attorney fees, proceedings or
expenses, incurred by any of them, arising out of TALENT'S acts, transactions
and/or conduct within or around the ring, hallways, dressing rooms, parking
lots, or other areas within or in the immediate vicinity of the facilities where
COMPANY has scheduled Events at which TALENT is booked. Such indemnification
shall include all claims arising out of any acts, transactions and/or conduct of
TALENT or others occurring at Events or in connection with any appearances or
performances by TALENT not conducted by COMPANY in accordance with this
Agreement.
9.11 TALENT shall be responsible for payment of all of TALENT's own Federal,
state or local income taxes; all social security, FICA and FUTA taxes, if any,
as well as all contributions to retirement plans and programs, or other
supplemental income plan or program that would provide TALENT with personal or
monetary benefits upon retirement from professional wrestling.
9.12 (a) TALENT shall be responsible for her own commercial general liability
insurance, worker's compensation insurance, professional liability insurance, as
well as any excess liability insurance, as TALENT deems appropriate to insure,
indemnify and defend TALENT with respect to any and all claims arising out of
TALENT's own acts, transactions, or conduct.
(b) TALENT acknowledges that the participation and activities required by
TALENT in connection with TALENT's performance in a professional wrestling
exhibition may be dangerous and may involve the risk of serious bodily injury.
TALENT knowingly and freely assumes full responsibility for all such inherent
risks as well as those due to the negligence of COMPANY, other TALENTs or
otherwise.
(c) TALENT, on behalf of himself and her heirs, successors, assigns and
personal representatives, hereby releases, waives and discharges COMPANY from
all liability to TALENT and covenants not to sue COMPANY for any and all loss or
damage on account of injury to any person or property or resulting in serious or
permanent injury to TALENT or TALENT's death, whether caused by the negligence
of the COMPANY, other wrestlers or otherwise.
(d) TALENT acknowledges that the foregoing release, waiver and indemnity
is intended to be as broad and inclusive as permitted by the law of the State,
Province or Country in which the professional wrestling exhibition or Events are
conducted and that if any portion thereof is held invalid, it is agreed that the
balance shall, notwithstanding, continue in full force and effect.
9.13 (a) TALENT may at her election obtain health, life and/or disability
insurance to provide benefits in the event of physical injury arising out of
TALENT's professional activities; and TALENT acknowledges that COMPANY shall not
have any responsibility for such insurance or payment in the event of physical
injury arising out of TALENT's professional activities.
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(b) In the event of physical injury arising out of TALENT's professional
activities, TALENT acknowledges that TALENT is not entitled to any worker's
compensation coverage or similar benefits for injury, disability, death or loss
of wages; and TALENT shall make no claim against COMPANY for such coverage or
benefit.
9.14 TALENT shall act at all times with due regard to public morals and
conventions during the term of this Agreement. If TALENT shall have committed
or shall commit any act or do anything that is or shall be an offense or
violation involving moral turpitude under Federal, state or local laws, or which
brings TALENT into public disrepute, contempt, scandal or ridicule, or which
insults or offends the community or any employee, agent or affiliate of COMPANY
or which injures TALENT's reputation in COMPANY's sole judgment, or diminishes
the value of TALENT's professional wrestling services to the public or COMPANY,
then at the time of any such act, or any time after COMPANY learns of any such
act, COMPANY shall have the right to fine TALENT in an amount to be determined
by COMPANY; and COMPANY shall have the right to suspend and/or terminate this
Agreement forthwith.
10. WARRANTY
10.1 TALENT represents, warrants, and agrees that TALENT is free to enter into
this Agreement and to grant the rights and licenses herein granted to COMPANY;
TALENT has not heretofore entered and shall not hereafter enter into any
contract or agreement which is in conflict with the provisions hereof or which
would or might interfere with the full and complete performance by TALENT of her
obligations hereunder or the free and unimpaired exercise by COMPANY of any of
the rights and licenses herein granted to it; TALENT further represents and
warrants there are no prior or pending claims, administrative proceedings, civil
lawsuits, criminal prosecutions or other litigation matters, including without
limitation any immigration or athletic commission related matters, affecting
TALENT which would or might interfere with COMPANY's full and complete exercise
or enjoyment of any rights or licenses granted hereunder. Any exceptions to
this Warranty are set forth in Schedule B, attached hereto.
10.2 TALENT represents, warrants and agrees that TALENT is in sound mental and
physical condition; that TALENT is suffering from no disabilities that would
impair or adversely affect TALENT's ability to perform professional wrestling
services; and that TALENT is free from the influence of illegal drugs or
controlled substances, which can threaten TALENT's well being and pose a risk of
injury to TALENT or others. To insure compliance with this warranty, TALENT
shall abide by COMPANY's Drug Policy for TALENT, as well as any and all
amendments, additions, or modifications to the COMPANY's Drug Policy implemented
during the Term of this Agreement and consents to the sampling and testing of
her urine in accordance with such Policy. In addition, TALENT agrees to submit
annually to a complete physical examination by a physician either selected or
approved by COMPANY. COMPANY's current Drug Policy, which TALENT acknowledges
herewith receiving, is annexed hereto and incorporated by reference and made a
part hereof.
10.3 COMPANY reserves the right to have TALENT examined by a physician of its
own choosing at its expense at any point during the Term of this Agreement.
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10.4 TALENT further represents, warrants and agrees that this Agreement
supersedes all prior booking agreements between TALENT and COMPANY, whether
written or oral, and that he has been fully compensated, where applicable, under
such prior booking agreement(s).
11. EARLY TERMINATION
11.1 This Agreement may be terminated prior to the end of its Term by a written
instrument executed by each of the parties expressing their mutual consent to so
terminate without any further liability on the part of either. In the event of
such early termination, COMPANY shall pay TALENT for all uses of the
Intellectual Property in accordance with Section 7 of this Agreement.
11.2 This Agreement will be terminated by TALENT's death during the Term, with
no further compensation due TALENT's heirs, successors, personal representatives
or assigns.
11.3 Upon the termination of this Agreement for any reason, including breach,
the parties acknowledge and agree that COMPANY shall own all right, title and
interest in all Works, New Intellectual Property and any registrations thereof
and COMPANY shall have the exclusive right to sell or otherwise dispose of any
materials, goods, merchandise or other items (i) produced during the Term of
this Agreement incorporating any Original Intellectual Property, and (ii)
produced incorporating New Intellectual Property, in perpetuity.
12. BREACH
12.1 The parties further agree that because of the special, unique, and
extraordinary nature of the obligations of COMPANY and TALENT respecting all
rights and licenses concerning bookings, promoting, Programs, Events,
Intellectual Property, which are the subject matter of this Agreement, TALENT's
breach of this Agreement shall cause COMPANY irreparable injury which cannot be
adequately measured by monetary relief; as a consequence COMPANY shall be
entitled to injunctive and other equitable relief against TALENT to prevent
TALENT's breach or default hereunder and such injunction or equitable relief
shall be without prejudice to any other rights, remedies or damages which
COMPANY is legally entitled to obtain.
12.2 In no circumstances, whatsoever, shall either party to this Agreement be
liable to the other party for any punitive or exemplary damages; and all such
damages, whether arising out of the breach of this Agreement or otherwise, are
expressly waived.
13. MISCELLANEOUS
13.1 Nothing contained in this Agreement shall be construed to constitute TALENT
as an employee, partner or joint venturer of COMPANY, nor shall TALENT have any
authority to bind COMPANY in any respect. TALENT is an independent contractor
and TALENT shall execute and hereby irrevocably appoints COMPANY attorney-in-
fact to execute, if TALENT refuses to do so, any instruments necessary to
accomplish or confirm the foregoing or any and all of the rights granted to
COMPANY herein.
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13.2 This Agreement contains the entire understanding of the parties with
respect to the subject matter hereof and all prior booking contracts entered
into between COMPANY and TALENT and as amended are merged into this Agreement.
There are no other agreements, representations, or warranties not set forth
herein with respect to the subject matter hereof; and the parties expressly
acknowledge that any representation, promise or inducement by any party to any
other party that is not embodied in this Agreement is not part of this
Agreement, and they agree that no party shall be bound by or liable for any such
alleged representation, promise or inducement not set forth herein.
13.3 This Agreement may not be changed or altered except in writing signed by
COMPANY and TALENT.
13.4 Any term or provision of this Agreement which is invalid or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such invalidity or unenforceability without rendering invalid or
unenforceable the remaining terms and provisions of this Agreement, or affecting
the validity or enforceability of any of the terms or provisions of this
Agreement in any other jurisdiction.
13.5 COMPANY shall have the right to assign, license, or transfer any or all of
the rights granted to and hereunder to any person, firm or corporation, provided
that such assignee has the financial ability to meet the Company's obligations
hereunder, and if any assignee shall assume in writing COMPANY's obligations
hereunder, COMPANY shall have no further obligations to TALENT. TALENT may not
assign, transfer or delegate her rights or obligations hereunder and any attempt
to do so shall be void.
13.6 Any notices required or desired hereunder shall be in writing and sent
postage prepaid by certified mail, return receipt requested, or by prepaid
telegram addressed as follows, or as the parties may hereafter in writing
otherwise designate:
TO COMPANY: TO TALENT:
World Wrestling Federation
Entertainment, Inc. Linda E. McMahon
Attn: Linda E. McMahon 14 Hurlingham Drive
President and Chief Executive Officer Greenwich, CT 06831
1241 E. Main Street
Stamford, CT 06902
The date of mailing shall be deemed to constitute the date of service of
any such notice by COMPANY. The date of receipt shall be deemed to constitute
the date of service of any such notice by TALENT.
13.7 This Agreement is made in Connecticut and shall be governed by and
interpreted in accordance with the laws of the State of Connecticut, exclusive
of its provisions relating to conflicts of law.
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13.8 In the event there is any claim, dispute, or other matter in question
arising out of or relating to this Agreement, the enforcement of any provisions
therein, or breach of any provision thereof, it shall be submitted to the
Federal, state or local courts, as appropriate, only in the State of
Connecticut. This provision to submit all claims, disputes or matters in
question to the Federal or state courts in the State of Connecticut shall be
specifically enforceable; and each party, hereby waiving personal service of
process and venue, consents to jurisdiction in Connecticut for purposes of any
other party seeking or securing any legal and/or equitable relief.
14. CONFIDENTIALITY
14.1 Other than as may be required by applicable law, government order or
regulations, or by order or decree of the Court, TALENT hereby acknowledges and
agrees that in further consideration of COMPANY's entering into this Agreement,
and continued Agreement, TALENT shall not, at any time during this Agreement, or
after the termination of this Agreement for any reason whatsoever, disclose to
any person, organization, or publication, or utilize for the benefit or profit
of TALENT or any other person or organization, any sensitive or otherwise
confidential business information, idea, proposal, secret, or any proprietary
information obtained while with COMPANY and/or regarding COMPANY, its employees,
independent contractors, agents, officers, directors, subsidiaries, affiliates,
divisions, representatives, or assigns. Included in the foregoing, by way of
illustration only and not limitation, are such items as reports, business plans,
sales information, cost or pricing information, lists of suppliers or customers,
talent lists, story lines, scripts, story boards or ideas, routines, gags,
costumes or parts of costumes, accessories, crowns, inventions, championship,
title or other belts (if applicable) and any other tangible or intangible
materials written, composed, submitted, added, improvised, or created by or for
TALENT in connection with appearances in the Programs, information regarding any
contractual relationships maintained by COMPANY and/or the terms thereof, and/or
any and all information regarding TALENTs engaged by COMPANY.
14.2 TALENT acknowledges and agrees that its agreement to be bound by the terms
hereof is a material condition of COMPANY's willingness to use and continue to
use TALENT's services. Other than as may be required by applicable law,
government order or regulation; or by order or decree of the court, the parties
agree that neither of them shall publicly divulge or announce, or in any manner
disclose, to any third party, any of the specific terms and conditions of
this Agreement; and both parties warrant and covenant to one another that none
of their officers, directors, employees or agents will do so either.
All of the terms and conditions of any Addenda or Schedules are
incorporated herein by reference and made a part hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year
first above written.
WORLD WRESTLING FEDERATION Linda E. McMahon
ENTERTAINMENT, INC. ("TALENT")
("COMPANY")
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By:_______________________________ By:___________________________
James Ross Linda E. McMahon
Senior Vice President Talent Relations
& Wrestling Administration
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STATE OF CONNECTICUT )
) ss: Stamford
COUNTY OF FAIRFIELD )
On ___________ 2000 before me personally came James Ross, Senior
Vice President of Talent Relations & Wrestling Administration., to me known, and
known to me to be the individual described in, and who executed the foregoing,
and duly acknowledged to me that he is a duly authorized corporate officer of
World Wrestling Federation Entertainment, Inc., and that he executed the same on
behalf of said Company.
WITNESS my hand and notarial seal this ____ day of ___________, 2000.
__________________________
Notary Public
My commission expires: __________
STATE OF CONNECTICUT )
) ss:
COUNTY OF FAIRFIELD )
I am a Notary Public for said County and State, do hereby certify that
Linda E. McMahon personally appeared before me this day and acknowledged the due
execution of the foregoing instrument to be her free act and deed for the
purposes therein expressed.
WITNESS my hand and notarial seal this ____ day of ___________, 2000.
__________________________
Notary Public
My commission expires: __________
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SCHEDULE A
ORIGINAL INTELLECTUAL PROPERTY
Linda E. McMahon
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SCHEDULE B
EXCEPTIONS TO WARRANTY
PENDING CONTRACTS/CLAIMS/LITIGATION WHICH MAY INTERFERE OR
CONFLICT WITH
TALENT'S PERFORMANCE AND/OR GRANT OF RIGHTS
NONE
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