04.01.2007, 16:31
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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. **************
Attn: Linda E. McMahon ***********
President and Chief Executive Officer ***************
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.
<PAGE>
(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. **************
Attn: Linda E. McMahon ***********
President and Chief Executive Officer ***************
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.