04.01.2007, 16:30
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 ******** between World Wrestling Federation
Entertainment, Inc. and ********* ("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
© 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.
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 ******** between World Wrestling Federation
Entertainment, Inc. and ********* ("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
© 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.