EX-10.26 4 exh_1026williams.htm EX-10.26 NFL PLAYER CONTRACT
Exhibit 10.26
THIS CONTRACT is between ______________________TERRANCE WILLIAMS______________________, hereinafter “Player”, and ______________________ _DALLAS COWBOYS FOOTBALL CLUB, LTD. _____ _____ ________________, a ____ ______ ________TEXAS___ ________________ limited partnership hereinafter “Club,” operating under the name of the ___DALLAS COWBOYS___ as a member of the National Football League, hereinafter “League.” In consideration of the promises made by each to the other, Player and Club agree as follows:
(a) Player hereby grants to Club and the League, separately and together, the right and authority to use, and to authorize others to use solely as described below, his name, nickname, initials, likeness, image, picture, photograph, animation, persona, autograph/signature (including facsimiles thereof), voice, biographical information and/or any and all other identifying characteristics (collectively, “Publicity Rights”), for any and all uses or purposes that publicize and promote NFL Football, the League or any of its member clubs in any way in any and all media or formats, whether analog, digital or other, now known or hereafter developed, including, but not limited to, print, tape, disc, computer file, radio, television, motion pictures, other audio-visual and audio works, Internet, broadband platforms, mobile platforms, applications, and other distribution platforms. Without limiting the foregoing, this grant includes the right to use Player’s Publicity Rights for the purpose of publicizing and promoting the following aspects of NFL Football, the League and/or any of its member clubs: brands, games, ticket sales, game broadcasts and telecasts, programming focused on the NFL, one or more NFL clubs and/or their games and events (e.g., coaches shows, highlight based shows such as Inside the NFL, behind-the-scenes programming such as Hard Knocks), other NFL-related media offerings (e.g., branded content segments featuring NFL game footage and other programming enhancements), media distribution platforms (e.g., XXX.xxx, NFL Mobile, NFL Network), official events (e.g., NFL Kickoff, NFL Draft), officially sanctioned awards programs (e.g., Rookie of the Year), and public service or community oriented initiatives (e.g., Play60). For purposes of clarity, the foregoing grant of rights includes the right and authority to use, and to authorize affiliates or business partners to use, after the term of this Agreement any Publicity Rights fixed in a tangible medium (e.g., filmed, photographed, recorded or otherwise captured) during the term of this Agreement solely for the purposes described herein. Notwithstanding anything to the contrary, the foregoing grant does not confer, during or after the term of this Agreement, any right or authority to use Player’s Publicity Rights in a manner that constitutes any endorsement by Player of a third-party brand, product or service (“Endorsement”). For purposes of clarity, and without Limitation, it shall not be an Endorsement for Club or the League to use, or authorize others to use, including, without limitation, in third party advertising and promotional materials, footage and photographs of Player’s participation in NFL games or other NFL events that does not unduly focus on, feature, or highlight, Player in a manner that leads the reasonable consumer to believe that Player is a spokesperson for, or promoter of, a third-party commercial product or service. |
Player will cooperate with the news media, and will participate upon request in reasonable activities to promote the Club and the League.
Player and National Football League Players Association, including any of its affiliates (“NFLPA”) do not and will not contest during or after the term of this agreement, and this hereby confirms their acknowledgment of the exclusive rights of the League, Club and any NFL member club (i) to telecast, broadcast, or otherwise distribute, transmit or perform, on a live, delayed, or archived basis, in any and all media now known or hereafter developed, any NFL games or any excerpts thereof and (ii) to produce, license, offer for sale, sell, market, or otherwise distribute or perform (or authorize a third party to do any of the foregoing), on a live, delayed, or archived basis, any NFL games or any excerpts thereof, in any and all media now known or hereafter developed, including, but not limited to, packaged or other electronic or digital media.
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Nothing herein shall be construed to grant any Publicity Rights for use in licensed consumer products, whether traditional or digital (e.g., video games, trading cards, apparel), other than such products that constitute programming (as described herein) or news and information offerings regardless of medium (e.g., DVDs, digital highlight offerings).
(b) Player hereby assigns the NFLPA and its licensing affiliates, if any, the exclusive and unlimited right to use, license and sublicense the right to use his name, nickname, initials, autograph/signature (including facsimiles), voice, picture, photograph, animation, image, likeness, persona, jersey number, statistics, data, copyrights, biographical information and/or other personal indicia (individually and collectively, “Rights”) for use in connection with any product, brand, service, appearance, product line or other commercial use and any sponsorship, endorsement or promotion thereof, when more than five (5) NFL player Rights are involved, regardless of team affiliation and whether that number is reached using player Rights simultaneously or individually, in any form, media, or medium (now known or hereafter developed) during a consecutive 12-month period (a “group licensing program”). For sponsorships, endorsements, and promotions, group licensing programs are further defined as those: (a) in any one product category, as defined by industry standards; or (b) in different categories if the products all use similar or derivative design or artwork, or one player product is used to promote another player product. |
The Rights may also be used for the promotion of the NFLPA, its affiliated entities and/or its designees (the “NFLPA Entities”), provided such promotion does not constitute an endorsement by Player of a commercial product not a part of a group licensing program. Player agrees to participate, upon request of the NFLPA and without additional compensation, in reasonable activities to promote the NFLPA Entities, which shall include (i) up to three (3) personal appearances per year or (ii) up to fifteen (15) minutes per week dedicated to promoting the NFLPA Entities. Player retains the right to grant permission to others to utilize his Rights if that individual or entity is not concurrently utilizing the Rights of five (5) or more other NFL players for any commercial purpose whatsoever. If Player’s inclusion in an NFLPA program is precluded by an individual exclusive endorsement agreement, and Player provides the NFLPA with immediate written notice of that preclusion, the NFLPA agrees to exclude Player from that particular program. Should Player fail to perform any of his obligations hereunder, the NFLPA may withhold payments owed to Player, if any, in connection with this Group Licensing Assignment.
In consideration for this assignment of rights, the NFLPA agrees to use the revenues it receives from group licensing programs to support the objectives as set forth in the Bylaws of the NFLPA and as otherwise determined by the NFLPA Board. The NFLPA further agrees to use reasonable efforts to promote the use of NFL player Rights in group licensing programs, to provide group licensing opportunities to all NFL players, and to monitor and police unauthorized third-party use of the Rights. The NFLPA makes no representations regarding group licensing other than those expressed herein. This agreement shall be construed under Virginia law.
The assignment in this paragraph shall expire on December 31 of the latter of (i) the third year following the execution of this contract, or (ii) the year after this contract expires, and may not be revoked, terminated or otherwise assigned in any manner by Player until such date. Neither Club nor the League is a party to the terms of this paragraph, which is included herein solely for the administrative convenience and benefit of Player and the NFLPA. Nothing in Paragraph 4b shall be construed or deemed to modify in any way the rights set forth in Paragraph 4a, and the fact that Paragraph 4b (or any of the terms thereof) appears in the Player Contract shall not be referred to, relied upon, or otherwise cited by Player and/or the NFLPA or any of its affiliates in any dispute or legal proceeding as evidence that the NFL, any NFL entity, any Club or Club Affiliate, or any licensee of any of the foregoing has consented, agreed, acknowledged, or does not contest the applicability or interpretation of Paragraph 4b.
$ /*288,000.00__ for the 20 13 season;
$ 520,000.00/*___________ for the 20 14 season;
$ 615,000.00/*___________ for the 20 15 season;
$ 707,500.00/*___________ for the 20 16 season;
$ /*___________ for the 20 season;
$ /*___________ for the 20 season;
$ /*___________ for the 20 season;
$ /*___________ for the 20 season;
$ /*___________ for the 20 season;
$ /*___________ for the 20 season;
$ /*___________ for the 20 season;
$ /*___________ for the 20 season;
(* - designates the compensation Club will pay player if the player is not on Club’s Active/Inactive List)
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In addition, Club will pay Player such earned performance bonuses as may be called for in this contract; Player’s necessary traveling expenses from his residence to training camp; Player’s reasonable board and lodging expenses during preseason training and in connection with playing preseason, regular season, and postseason football games outside Club’s home city; Player’s necessary traveling expenses to and from preseason, regular season, and postseason football games outside Club’s home city; Player’s necessary traveling expenses to his residence if this contract is terminated by Club; and such additional compensation, benefits and reimbursement of expenses as may be called for in any collective bargaining agreement in existence during the term of this contract. (For purposes of this contract, a collective bargaining agreement will be deemed to be “in existence” during its stated term or during any period for which the parties to that agreement agree to extend it.)
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22. LAW. This contract is made under and shall be governed by the laws of the State of TEXAS. |
(a) Each of the undersigned hereby confirms that (i) this contract, renegotiation, extension or amendment sets forth all components of the player’s remuneration for playing professional football (whether such compensation is being furnished directly by the Club or by a related or affiliated entity); and (ii) there are not undisclosed agreements of any kind, whether express or implied, oral or written, and there are no promises, undertakings, representations, commitments, inducements, assurances of intent, or understandings of any kind that have not been disclosed to the NFL involving consideration of any kind to be paid, furnished or made available to Player or any entity or person owned or controlled by, affiliated with, or related to Player, either during the term of this contract or thereafter. |
(b) Each of the undersigned further confirms that, except as separately set forth in any attachment submitted herewith consistent with the Collective Bargaining Agreement, the .pdf NFL Player Contract Form as set forth herein has not been modified from the form officially authorized for use by the NFL and the NFLPA. |
(c) Each of the undersigned further confirms that, except insofar as any of the undersigned may describe in an addendum to this contract, to the best of their knowledge, no conduct in violation of the Anti-Collusion rules took place with respect to this contract. Each of the undersigned further confirms that nothing in this contract is designed or intended to defeat or circumvent any provisions of the collective bargaining agreement dated August 4, 2011, including but not limited to the Rookie Compensation Pool and Salary Cap provisions; however, any conduct permitted by that Agreement shall not be considered a violation of this confirmation. |
(d) PERFORMANCE-BASED PAY. Player’s attention is called to the fact that he may be entitled to Performance-Based Pay in accordance with the procedures outlined in Article 28, and that his eligibility for such pay is based on a formula that takes into account his playtime percentage and compensation. |
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And this contract is being executed in Pittsburgh, PA.
THIS CONTRACT is executed in six (6) copies. Player acknowledges that before signing this contract he was given the opportunity to seek advice from or be represented by persons of his own selection.
/s/ Xxxxxxxx Xxxxxxxx PLAYER SIGNATURE XXXXXXXX XXXXXXXX PLAYER PRINT [***] PLAYER HOME ADDRESS [***] [***] TELEPHONE NUMBER 6/19/13 DATE |
/s/ Xxxx Xxxxxxxx CLUB EXECUTIVE SIGNATURE XXXX XXXXXXXX CLUB EXECUTIVE PRINT DALLAS COWBOYS CLUB NAME ONE COWBOYS PARKWAY CLUB ADDRESS XXXXXX, XXXXX 00000 6/19/13 DATE |
/s/ Xxxxxxx Xxxxxx PLAYER’S AGENT SIGNATURE XXXXXXX XXXXXX PLAYER’S AGENT PRINT 0000 XXXX XXX XXXX, XXXXX 0000 ADDRESS HOUSTON, TEXAS 00000 000-000-0000 TELEPHONE NUMBER June 19, 2013 DATE |
Copy Distribution: Management Council (Original Signature)
Player, Member Club (Photocopy)
League Office, NFLPA, Player Agent (Electronic Mail)
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ADDENDUM TO THE NFL PLAYER CONTRACT BETWEEN XXXXXXXX XXXXXXXX AND THE DALLAS COWBOYS FOOTBALL CLUB. LTD.
This Addendum is executed in conjunction with, attached to, and made a part of the NFL Player Contract between Club and Player for the 2013 through 2016 League Years.
25.2013 PARAGRAPHS SALARY ADJUSTMENT
Notwithstanding any language to the contrary, Player shall be paid at the annualized rate of Player’s applicable minimum salary for “Players on Club's Active/Inactive List” or “Players Not on Club's Active/Inactive List”, with the corresponding number of credited seasons, as those terms are used in Sections 1 and 2 of Article 26 of the CBA, dated August 4, 2011, for each game of the 2013 regular League season that Player is a member of each such list. During the Club's bye week, Player’s status on Sunday of the bye week will be used in determining which list the Player is on and the Player will be paid for that week in accordance to the terms above.
26.OFF-SEASON WORKOUT BONUSES (2014-2016)
For each of the 2014 through 2016 League Years, if Player, in each respective year, fully satisfies each of the following conditions:
A.Player satisfactorily participates in and completes the Club's “Off-Season Program”. For the purposes of this Agreement, the Player shall be deemed to have satisfactorily participated in and completed the Club’s "Off-Season Program" under the following circumstances: (1) Player has satisfactorily completed participation in 90.00% or more of the Club-scheduled workouts during the “Off-Season Program"; and (2) Calculation of Player’s completion percentage will be based on the number of days of participation, not to exceed four days per week; (3) Player’s workout schedule and successful completion of such workouts will be determined solely by the Club’s Strength Coach. Player agrees that any Club mini-camp(s) shall not be considered a part of the Club’s “Off-Season Program” and Player’s participation in any such mini-camp(s) shall not count towards the 90.00% completion requirement. If Player is unable to participate fully and satisfactorily in the “Off-Season Program” due to injury, Player must rehabilitate such injury as required by and under the supervision of the Club’s Head Trainer until such time as full participation in the “Off Season Program” can be achieved. Supervised rehabilitation by Player with Club’s Head Trainer will
count towards Player’s 90.00% completion requirement. Player’s satisfactory participation in the “Off Season Program” shall be determined solely upon records maintained by the Club, which shall be final and binding on the parties; and
B. Player timely reports to and fully participates in the Club’s entire off-season mini-camp(s); and
C. Player timely reports to and fully participates in the Club’s entire pre-season training camp; and
D.During the period commencing with Player’s execution of this NFL Player Contract as indicated by the date of Player’s signature below and ending at 3:59PM EST on the Tuesday immediately preceding the Club’s first (1st) regular season game of each League Year (2014-2016), Player has not (i) willfully fails or refuses to report to, practice with or play for Club for any reason other than Player’s death, illness or injury, (but expressly excluding any death, illness or injury that results from Player’s engaging in any activity that breaches Paragraph 3 of the NFL Player Contract); (ii) fails or refuses to report to, practice with or play for Club due to Player’s suspension by the NFL or Club for Conduct Detrimental, or the NFL Personal
Conduct Policy; (iii) fails or refuses to report to, practice with, or play for Club due to Player’s incarceration; (iv) voluntarily retires from the NFL; or (v) voluntarily leaves Club for any reason without Club’s consent;
Then Player may earn a bonus of Ten Thousand Dollars ($10,000.00). If earned, each of these Off-Season Workout
Bonuses, shall be payable within ten (10) business days following the Club's first (1st) regular season game of each
corresponding League Year.
The maximum amount Player is eligible to earn over the term of this Contract pursuant to these Off-Season Workout
Bonuses is Thirty Thousand Dollars ($30,000.00) and shall be deemed to be inclusive of any minimum off-season amounts player would otherwise have been eligible to earn pursuant to Article 21, Section 3 of the CBA, dated August 4, 2011.
Player shall be subject to forfeiture of Salary to the maximum extent permitted under Article 4, Section 9 of the CBA, dated
August 4, 2011.
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The following terms apply generally to the Contract:
A.PLAYER APPEARANCES
Player will make up to five (5) promotional and charitable appearances per year for the Club at times and on dates
specified by the Club. The Club will pay all reasonable travel and other expenses related to such appearances incurred by Player. Such annual appearances may include autograph sessions of items for the Club’s promotional and charitable use as reasonably requested by Club officials, without additional compensation to player.
B. WORKERS’ COMPENSATION
Jurisdiction of all workers' compensation claims and all other matters related to workers’ compensation, including but not limited to the matter recited in Paragraph “10” of the attached NFL Player Contract, and including all issues
Of law, issues of fact, and matters related to workers' compensation benefits, shall be exclusively determined by and exclusively decided in accordance with the internal laws of the State of Texas without resort to choice of law rules, regardless of the location or situs of the injury giving rise to the dispute. Additionally, Player agrees that venue is proper in Dallas County, Texas and such venue shall be exclusive. This paragraph shall have no application to injury, if any, sustained by Player after this contract is assigned by waiver or trade to another club domiciled outside of the State of Texas.·
6/19/13 |
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DALLAS COWBOYS FOOTBALL CLUB, LTD. |
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/s/ Xxxxxxxx Xxxxxxxx |
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BY: /s/ Xxxx Xxxxxxxx _ |
XXXXXXXX XXXXXXXX |
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XXXX XXXXXXXX |
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SIGNING BONUS AGREEMENT BETWEEN XXXXXXXX XXXXXXXX
AND THE DALLAS COWBOYS FOOTBALL CLUB, LTD.
As additional consideration for the execution of the attached NFL Player Contract for the 2013 through 2016 League Years and for the Player's adherence to all provisions of said NFL Player Contract, and for Player's reporting, practicing and playing exclusively for the Club as instructed by the Club, the Club will pay to the Player the sum of Six Hundred Nineteen Thousand Four Hundred
Seventy-Two Dollars ($619,472.00) payable on or before July 18, 2014.
Player's entitlement to receive the Signing Bonus is contingent upon Player passing the Club's physical examination, and governed exclusively by the terms and conditions of this Addendum.
It is expressly acknowledged and agreed that the sum so paid is not, and shall not be deemed to be, a part of the salary specified in Paragraph 5 of the Contract or Contracts above referred to, nor related to the exercise of any option on the Player's services in any succeeding season, but is wholly separate and distinct therefrom.
Player shall be subject to forfeiture of Salary to the maximum extent permitted under Article 4, Section 9 of the CBA, dated August 4,
2011.
6/19/13 |
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DALLAS COWBOYS FOOTBALL CLUB, LTD. |
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/s/ Xxxxxxxx Xxxxxxxx |
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BY: /s/ Xxxx Xxxxxxxx |
XXXXXXXX XXXXXXXX |
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XXXX XXXXXXXX |
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