04.01.2007, 16:31
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;
© 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.
© 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.
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;
© 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.
© 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.