Exhibit 10.9
INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement ("Agreement") is entered into as of
the 1st day of May, 2003, (the "Effective Date") by and between WORLD WRESTLING
ENTERTAINMENT, INC., with its principal place of business at 0000 Xxxx Xxxx
Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000 ("WWE"), and COMMUNICATIONS CONSULTANTS,
INC., with an address at Xxxx Xxxxxx Xxx 000, Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000
("Consultant"), each individually referred to as a "party" and collectively
referred to as the "parties."
WHEREAS, WWE desires to utilize Consultant to furnish certain consulting
services, in accordance with the terms of this Agreement.
NOW, THEREFORE, in consideration of the covenants set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. SERVICES/ACCOUNTABILITIES: WWE hereby engages the Consultant on a
non-exclusive basis during the Term (as defined below) performing such
consulting services relating to television syndication transactions featuring
the programming of WWE and its affiliates as are requested by the Chief
Executive Officer or her designee from time to time (referred to collectively
hereinafter as the "Services"). WWE acknowledges that Consultant's Services
shall be performed at such times as are convenient to Consultant, provided that
Consultant agrees to hold itself reasonably available to render the Services
contemplated herein.
Consultant shall devote its best efforts to the performance of the
Services and shall protect and promote the interests of [OBJECT OMITTED]WWE.
Consultant shall cooperate in any reasonable manner whatsoever with [OBJECT
OMITTED]WWE in connection with the performance of the Services.
2. TERM: The term of this Agreement shall commence as of the Effective
Date and shall continue for a period of one (1) year ("Initial Term"), and
thereafter shall be automatically renewed for successive one-year periods under
like terms and conditions ("Renewal Term") unless terminated in accordance with
the terms hereof. (The Initial Term and all Renewal Terms, if any, shall
hereinafter be referred to collectively as the "Term").
3. INDEPENDENT CONTRACTOR: Consultant represents and warrants that its
relationship to WWE and its various parent, subsidiary and affiliated
corporations hereunder shall be that of an independent contractor and not an
employee of WWE for any purpose whatsoever. Consultant shall have sole control
of the manner and means of performing its work, and WWE is interested only in
the results Consultant obtains. Consultant does not have, nor shall it hold
itself out as having, any right, power or authority to create any contract or
obligation, either express or implied, on behalf of, in the name of, or binding
upon WWE, its parent, subsidiary or affiliated companies, unless WWE or any of
the foregoing companies shall consent thereto in writing.
4. COMPENSATION:
a) In consideration of the full and faithful performance by
Consultant of all of his obligations hereunder, WWE shall pay Consultant Twenty
Thousand Eight Hundred Thirty-Three Dollars ($20,833.00) per month or an
aggregate of $250,000.00 per year. Such amount shall be due and payable on or
before the last day of each month during the Term.
b) WWE shall reimburse Consultant for any reasonable and necessary
expenses ("Expenses") actually incurred by Consultant in the performance of the
Services hereunder, subject to WWE's then current policies regarding such
reimbursement, provided that any and all such Expenses are approved in advance
by WWE and only upon receipt of adequate supporting documentation therefor. Such
Expenses shall be reimbursed within fifteen (15) business days following
submission to and approval by WWE of an invoice no more frequently than on a
monthly basis.
5. TERMINATION: Either party, in its sole discretion, may terminate this
Agreement upon written notice to the other party at any time with or without
cause, provided that [OBJECT OMITTED]WWE's only remaining obligation hereunder
shall be to pay Consultant compensation and/or reimbursement expenses, as
applicable then due and accrued but not yet paid through the date of
termination.
6. OTHER COVENANTS OF CONSULTANT. In order to induce WWE to enter into
this Agreement, Consultant hereby agrees as follows, as of the Effective Date:
(a) CONFIDENTIALITY. Consultant acknowledges that by reason of its
relationship with and service to WWE, it has had and will have access to
confidential information relating to operations and technology and know-how
which have been developed by WWE and its affiliates, including, without
limitation, information and knowledge pertaining to wrestling productions and
performances, public relations and marketing, products and their design and
manufacture, methods of operation, sales and profit data, customer and supplier
lists and relationships between WWE and its affiliates and their respective
customers, suppliers and others who have business dealings with it, other
information not readily available to the public, and plans for future
developments relating thereto. In recognition of the foregoing, during the Term
and at all times thereafter, Consultant will maintain the confidentiality of all
such information and other matters of WWE and its affiliates known to Consultant
which are otherwise not in the public domain and will not disclose any such
information to any person outside the organization of WWE, wherever located,
except as required by law or with WWE Board of Directors' prior written
authorization and consent.
(b) RECORDS. All papers, books and records of every kind and
description relating to the business and affairs of WWE, or any its of
affiliates, whether or not prepared by Consultant, other than personal notes
prepared by or at the direction of Consultant, shall be the sole and exclusive
property of WWE, and Consultant shall surrender them to WWE at any time upon
request by WWE.
2
(c) NON-COMPETITION. Consultant hereby agrees with WWE that during
the Term and for a period of one (1) year following the date of termination or
non-renewal, it shall not: (i) provide Services or any other services to any
person or entity engaged in the business of professional wrestling other than
WWE or any parent, subsidiary or affiliated company thereof; (ii) actively
solicit any employee or agent of WWE or any of its subsidiaries or affiliates to
leave the employment or engagement thereof; and (iii) induce or attempt to
induce any customer, supplier, licensee or other individual, corporation or
other organization having a business relation with WWE or its subsidiaries or
affiliates to cease doing business with WWE or its subsidiaries or in any way
interfere with the relationship between any such customer, supplier, licensee or
other person and WWE or its subsidiaries or affiliates.
(d) WORKS. Consultant hereby acknowledges that all duties performed
hereunder were specifically ordered or commissioned by the WWE ("Work"); that
the Work constitutes and shall constitute a work-made-for-hire as defined in the
United States Copyright Act of 1976; that WWE is and shall be the author of said
work-made-for-hire and the owner of all rights in and to the Work throughout the
universe, in perpetuity and in all languages, for all now known or hereafter
existing uses, media and forms, including, without limitation, the copyrights
therein and thereto throughout the universe for the initial term and any and all
extensions and renewals thereof; and that WWE shall have the right to make such
changes therein and such uses thereof as it may deem necessary or desirable.
"Works" shall include, but not be limited to all material and information
created by Consultant in the course of or as a result of Consultant's engagement
with WWE which is fixed in a tangible medium of expression, including, but not
limited to, notes, drawings, memoranda, correspondence, documents, records,
notebooks, flow charts, computer programs and source and object codes,
regardless of the medium in which they are fixed. To the extent that the Work is
not recognized as a work-made-for-hire, Consultant hereby assigns, transfers and
conveys to WWE, without reservation, all of Consultant's right, title and
interest throughout the universe in perpetuity in the Work, including, without
limitation, all rights of copyright and copyright renewal in said Work or any
part thereof. Consultant will take whatever steps and do whatever acts WWE
requests, including, but not limited to, placement of the WWE's proper copyright
notice on such Works to secure or aid in securing copyright protection and will
assist WWE or its nominees in filing applications to register claims of
copyright in such works. Consultant will not reproduce, distribute, display
publicly, or perform publicly, alone or in combination with any data processing
or network system, any Works of WWE without the written permission from WWE.
(e) INVENTIONS. All Inventions (as defined below) made or conceived
by Consultant, either solely or jointly with others, during Consultant's
engagement with WWE and within one (1) year after termination of such
engagement, whether or not such Inventions are made or conceived during the
hours of Consultant's engagement or with the use of WWE's facilities, materials,
or personnel, will be the property of WWE or its nominees. "Invention" means
discoveries, concepts, and ideas, whether patentable or not, including, but not
limited to apparatus, processes, methods, techniques, and formulae, as well as
improvements thereof or know-how related thereto, relating to any present or
prospective activities of WWE or its
3
subsidiaries. Consultant will, without royalty or any other additional
consideration: (i) inform WWE promptly and fully of such Inventions by written
reports, setting forth in detail a description, the operation and the results
achieved; (ii) assign to WWE all Consultant's right, title, and interest in and
to such Inventions, any applications for United States and foreign Letters
Patent, any contributions, divisions, continuations-in-part, reissues,
extensions or additions thereof filed for upon such Inventions and any United
States and foreign Letters Patent; (iii) assist WWE or its nominees, at the
expense of WWE, to obtain, maintain and enforce such United States and foreign
Letters Patent for such Inventions as WWE may elect; and (iv) execute,
acknowledge, and deliver to WWE to confirm the complete ownership by WWE of such
Inventions.
(f) ENFORCEMENT. Consultant agrees and warrants that the covenants
contained herein are reasonable, that valid considerations has been and will be
received therefor and that the agreements set forth herein are the result of
arms-length negotiations between the parties hereto. Consultant recognizes that
the provisions of this Section 6 are vitally important to the continuing welfare
of WWE, and its affiliates, and that money damages constitute a totally
inadequate remedy for any violation thereof. Accordingly, in the event of any
such violation by Consultant, in addition to any other remedies they may have,
WWE and its subsidiaries and affiliates shall have the right to institute and
maintain a proceeding to compel specific performance thereof or to issue an
injunction restraining any action by Consultant in violation of this Section 6.
7. APPROVAL AND CONTROLS: WWE shall have the sole and absolute control,
approval and discretion over the design, colors, presentation, depiction and
exhibition of WWE's characters and intellectual properties that are created or
relate in any way to the Services. Moreover, WWE reserves all rights to the
trade names and trademarks and to any other commercial symbols that it may adopt
or use that are created or related in any way to the Services.
8. NOTICES: Any notices are to be sent by certified mail, return receipt
requested, federal express, or first class postal service, to the addresses
first set forth above, and if to [OBJECT OMITTED]WWE to the attention of Xxxxxx
X. Xxxxxxx, Esq., Senior Vice President and General Counsel.
9. GOVERNING LAW: This Agreement shall be governed by the laws of the
State of Connecticut governing contracts entered into and to be fully performed
therein.
10. SEVERABILITY: In the event that any provision or portion of this
Agreement shall be declared invalid or unenforceable for any reason by a court
of competent jurisdiction, such provision or portion shall be considered
separate and apart from the remainder of this Agreement, which shall remain in
full force and effect.
11. NAME AND LIKENESS: [OBJECT OMITTED]WWE and its licensees and/or
assignees shall have the exclusive and perpetual right, but not the obligation,
to use and license the use of Consultant's name, photograph, likeness and other
biographical data ("Name and Likeness") for the purpose of advertising,
marketing, promoting, publicizing and exploiting any matter related to the
Services performed hereunder with Consultant's permission, which shall not be
unreasonably withheld.
4
12. INDEMNITY:
(a) Consultant shall hold [OBJECT OMITTED]WWE, its parent,
subsidiary and affiliate companies and their respective directors, officers,
employees, independent contractors, licensees, successors, assigns and agents of
the foregoing, harmless from and against all claims, liabilities, damages, costs
and attorneys' fees arising from: (1) any negligent or intentional acts by
Consultant; or (2) any breach or alleged breach by Consultant of any
representation, warranty or agreement made by Consultant hereunder.
(b) [OBJECT OMITTED]WWE shall hold Consultant harmless from and
against all claims, liabilities, damages, costs and attorneys' fees arising
solely from (1) any negligent or intentional acts by WWE; or (2) any breach or
alleged breach by WWE of any representation, warranty or agreement made by WWE
hereunder.
13. REMEDIES: The waiver by either party of any breach hereof shall not be
deemed a waiver of any prior or subsequent breach hereof. All remedies of either
party shall be cumulative and the pursuit of one remedy shall not be deemed a
waiver of any other remedy.
14. INTEGRATION: This Agreement contains the complete understanding
existing between the parties on the subjects covered and supersedes any previous
written or verbal understandings with respect thereto. This Agreement may not be
amended except by a writing signed by Consultant and [OBJECT OMITTED]WWE.
15. ASSIGNMENT: This Agreement is not assignable or delegable, in whole or
in part, by Consultant. [OBJECT OMITTED]WWE may assign this Agreement in whole
or in part, without limitation
5
or restriction. This Agreement shall insure to the benefit of WWE, its
successors, assignees, licensees and grantees and associated, affiliated and
subsidiary companies.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
COMMUNICATIONS CONSULTANTS, INC. WORLD WRESTLING
ENTERTAINMENT, INC.
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxx X. XxXxxxx
------------------------------- -----------------------------------
Xxxxxx Xxxxxxx Xxxxx X. XxXxxxx
President President & Chief Executive
Officer
6
