AGREEMENT
Text
marked by [ * * *] has been omitted pursuant to a Request for Confidential
Treatment and was filed separately with the Securities and Exchange
Commission.
AGREEMENT
This
Agreement, effective on December 1, 2006, is entered into by and between Pro
Elite, Inc. (“Company”), 00000 Xxxxxxxx Xxxx., Xxxxx 000, Xxx Xxxxxxx, XX 00000,
and MMA Entertainment Inc. (“Lender”) for the services of Xxxxx Xxxxxxxx Xxxxxx
(“Shamrock”), in connection with Shamrock’s Personal Services of Shamrock
(“Personal Services” shall mean and be understood as services that are unrelated
to Shamrock’s performance as an unarmed combatant) for Company in connection
with Company’s businesses, including without limitation, Company’s web
initiative presently entitled “XxxxxXX.xxx” (“Website”). A separate agreement,
Unarmed Combatant Promotional Agreement, has been entered into by and between
Pro Elite Inc. and Xxxxx Xxxxxxxx relating to his performance as an unarmed
combatant to Pro Elite Inc. in Pro Elite Inc. promoted bouts and
events.
For
good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. TERM:
Company
engages Lender to furnish Shamrock’s services for Company as set forth herein,
for the period commencing on December 1, 2006 and continuing thereafter for
a
period of three (3) years (the “Term”).
2. STOCK
PAYMENT:
Within
thirty (30) days of Lender’s and Shamrock’s execution and delivery to Company of
this Agreement, Company shall issue to Lender three hundred twenty thousand
(320,000) shares of the Company's common stock (the
“Shares”). Shamrock acknowledges that (a) the Shares have not
been registered by Pro Elite under the Securities Act of 1933, as
amended (the “Securities Act”), or with any governmental, regulatory or
administrative body, agency or authority, any court of judicial authority,
any
arbitrator or any public, private or industry regulatory authority, and are
being issued pursuant to an exemption from the registration requirements of
the
Securities Act pursuant to promulgated thereunder Section 4(2) and
Regulation D and (b) the certificates evidencing the Shares will bear
a restricted legend. The Shares are subject to a Lock-Up Agreement by and
among Real Sport, Inc., certain Company shareholders, and the Company,
dated as of October 3, 2006. The Shares will vest in equal installments over
the
Term, however, Lender is restricted from selling any shares for the first two
(2) years of the Term (“Lock Up Period”). After the expiration of the Lock Up
Period, the shares are subject to forfeiture as set forth herein. In the event
of a termination of this Agreement prior to the expiration of the Term, Lender
will return to Company a pro-rata portion of the shares based upon the
percentage of the Term remaining as of the date of such
termination.
3. SERVICES:
During
the Term herein, Lender shall furnish Shamrock’s Personal Services to and on
behalf of the Company or, as directed by the Company, in connection with
Company’s mixed martial arts events and related activities, in accordance with
the following:
-1-
(a) Spokesman:
Shamrock will perform duties as the Company’s spokesman, which duties shall
include, but not be limited to, blogs on the Website, live chats on the Website,
on-camera interviews pre and post MMA events, on-camera services for xxxxxx
shows, appearances at press conferences, media interviews, sports conferences
and expos, face to dojos and the “Ladder System”.
(b) Web
Page:
Company
will build and Shamrock will maintain and update on the Website: (i) a web
page
relating to Shamrock and his services for Company, and (ii) a dojo
site.
(c) Reality
Series:
Shamrock will participate in one or more reality-based television series. The
parties will negotiate in good faith an episodic fee for such participation,
consistent with the budget of the applicable series.
.
(d) Consultant:
Shamrock will be reasonably available to consult with Company regarding all
aspects of Company’s business.
(e) On-Camera
Announcer:
Company
agrees to use good faith efforts to secure Shamrock a position as an announcer
for MMA events for broadcast on Showtime Networks (“Showtime”); provided
however, Company’s failure to secure such a position for Shamrock shall not
constitute a breach of this Agreement by Company.
4. COMPENSATION:
Provided that Lender and Shamrock fully render and complete all required
Personal Services and that neither Lender nor Shamrock is in material breach
or
default hereof, Company shall pay Lender as follows:
(a) Fixed
Compensation:
Should
Shamrock not earn at least one (1) Fight Purse during each year pursuant to
the
terms and conditions of the Unarmed Combatant Promotional Agreement, then
Shamrock shall be compensated in the amount of Two Hundred Thousand (USD
$200,000) each year for performing the Personal Services set forth herein.
Such
monies shall be paid on a quarterly basis (at the end of each quarter, March
31,
June 30, September 30, and December 31) and shall be paid only if Shamrock
has
performed in accordance herewith and is not in breach. If, however, Shamrock
does earn at least one (1) Fight Purse during each year of this Agreement,
no
matter when such money is earned during said year, then any and all monies
paid
pursuant to this Agreement (quarterly payments) shall be offset by Pro Elite
against his Fight Purse as compensation previously earned by
Shamrock.
(b) Contingent
Compensation:
In
addition, for each Fight which is broadcast on Showtime Pay-Per View, Company
shall pay Lender per Pay-Per-View buy as follows:
(i) 200,001
- 300,000 buys:
An
amount equal to * * * per buy;
(ii) 300,001
- 400,000 buys:
An
amount equal to * * * per buy; and
-2-
|
(iii)
|
400,001
- uncap:
An amount equal to * * * per buy. Anything above 400,001
buys.
|
.
|
For
the purposes hereof, a Pay-Per-View buy shall be defined as customarily
understood in the Pay-Per-View industry. Xxxxx wants to negotiate
the
PPV’s. Addendum attached.
|
5. RESULTS
AND PROCEEDS:
All of
the results and proceeds of Shamrock’s Personal Services hereunder (the “Results
and Proceeds”) shall be deemed a work-made-for-hire specially ordered or
commissioned by Company. Company shall exclusively own all now known or
hereafter existing rights of every kind throughout the uni-verse, in perpetuity,
pertaining to such Results and Proceeds and all elements therein, for all uses,
forms and media now known or hereafter devised (which rights shall include,
without limitation, all copyrights [and renewals and extensions thereof], motion
picture, television, se-quel, remake, ancillary and allied rights therein),
and
the foregoing is inclusive of a full assignment to Company thereof. If, for
any
reason, the Results and Proceeds are deemed not to be a work-made-for-hire,
Lender and Shamrock hereby assigns to Company all right, title and interest
in
and to the Results and Proceeds, in perpetuity, throughout the universe, in
any
and all media now known or hereafter devised. Shamrock hereby waives the benefit
of any provision of law known as “droit moral” or moral rights of authors or any
similar or analogous law or decision in any country of the world.
6. NAME
AND LIKENESS/MERCHANDISING:
Shamrock hereby grants to Company (and its licensees) the irrevocable and
unlimited right to use Shamrock’s name, voice, photograph, likeness and
biography in connection with advertising, promoting, publicizing and exploiting
Company, the Website, Company’s sponsors and Company’s businesses, or any part
thereof (including without limitation in connection with publications,
publishing, merchandising and commercial tie-ins), in any and all media now
known or hereafter devised, in perpetuity throughout the universe and Shamrock
expressly waives any right to approve such use(s) and no additional compensation
shall be due Shamrock for such use(s). In
the
event Company utilizes Shamrock’s name, voice or likeness in connection with any
item(s) of merchandising or publishing for commercial purposes (other than
in a
listing of Company employee and/or executive names or related or similar use),
Company shall pay to Lender in connection with each item of merchandising in
which such use is made, an amount equal to seven and one-half percent (7½%) of
one hundred percent (100%) [reducible, on a dollar-for-dollar basis, by the
amounts paid as merchandising royalty to any individual(s) whose names and/or
likenesses are used in the particular merchandising item, to a floor of two
and
one-half percent (2½%) of one hundred percent (100%)], of the gross monies
actually derived by Company therefrom after deducting a distribution fee of
fifty percent (50%) thereof and a sum equal to all of Company’s actual
out-of-pocket expenses in connection therewith. For the sake of clarification,
the following items shall not be deemed merchandising and therefore Lender
and
Shamrock shall not be entitled to a royalty with respect to the use of his
name,
voice and/or likeness in connection therewith: souvenier items such as cups,
mugs, hats, clothing items (t-shirts, sweatshirts, jerseys, jackets), buttons,
fight programs, promotional material, “free” posters and advertisements. If
Company creates, conceives or provides for Shamrock any musical or theatrical
elements that Shamrock uses for his appearances, which are different from prior
Shamrock appearances and unrelated to company, then such musical and theatrical
elements are and will be owned solely and exclusively by Company.
-3-
7. PERSONAL
WEB PAGE:
During
the Term, Shamrock will create and maintain a prominent link from his personal
website, xxx.xxxxxxxxxxxxx.xxx,
to his
web page on the Website so that visitors to Shamrock’s site can link to the
Website. Shamrock will consult with Company regarding the placement of the
link
on his personal website. If Shamrock should sell, transfer, or assign the rights
for ownership of his website, then Shamrock will use his best efforts to insure
that this provision is adhere to.
8. EXPENSES:
During
the Term, Company agrees to reimburse Lender and Shamrock for necessary
and customary out-of-pocket business expenses actually incurred by Lender or
Shamrock in connection with the rendition of Shamrock’s services hereunder. Such
expenses shall only be reimbursed
upon
submission of an invoice to Company, together with copies of original
receipts.
No
expenses will be reimbursed unless they are pre-approved in writing by either
Xxxx Xxxx or by an authorized Company representative.
9. EXCLUSIVITY:
During
the Term, Lender shall cause Shamrock to be exclusive to Company in MMA as
a
fighter and a spokesman. In addition, Shamrock shall have the right to continue
to operate Shamrock owned MMA gyms and Shamrock martial arts training during
the
Term and such operations shall not constitute a breach of this Agreement. Upon
expiration of Showtime’s exclusivity with respect to the distribution rights in
and to the Fights pursuant to the Agreement dated November 8, 2006 between
Company and Showtime, Shamrock shall have the right to use footage from the
bouts for which Shamrock was personally a participant in as an unarmed combatant
for his personal home video products and to distribute same by all means of
home
video including, without limitation, DVD exploitation, throughout the universe
in perpetuity, except Shamrock cannot use such content or provide such content
to a competing organization or promoter for the purpose for advertising,
promoting, and marketing, or any other purposes relating to competing
organization or promoter.
Such
rights
shall
only accrue upon written request by Shamrock to Company for the rights and
Company’s approval on the final product produced by Shamrock to ensure that such
usage is consistent with the terms herein. The rights granted by company pursant
to the provisions of this Paragraph 9 shall only accrue if Shamrock performs
in
accordance with the terms of the agreement and it is not terminated prior to
the
term.
10. PUBLICITY:
Company
shall have the sole right to issue and authorize publicity concerning the
Website, the Fights and Shamrock’s services hereunder. Except for incidental and
non-derogatory mentions in personal publicity, neither Shamrock, nor Shamrock’s
representative(s) shall issue any publicity, in any form, with respect to this
Agreement, the Website, the Fights, the services to be rendered and other
matters referred to herein, without Company’s prior written
consent.
11. OBLIGATION
TO PROCEED:
So long
as Shamrock is providing the Personal Services to the full and complete
satisfaction of Company, as expected by company and represented by Shamrock,
and
is not in breach of this Agreement, then Company shall utilize Shamrock’s
Personal Services or to make any use whatsoever of the Results and Proceeds.
If,
however, Shamrock fails to provide the Personal Services to the full and
complete satisfaction of Company, as expected by company and represented by
Shamrock, or is in breach of this Agreement, Company shall have the absolute
right to elect not to use Shamrock’s Personal Services pursuant to this
paragraph by thirty (30) days written notice to Lender and
Shamrock,
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and
in
such event, Lender shall retain those shares that have vested pursuant to
Paragraph 2 above as of the date of election and
Company
shall be released and discharged from all obligations to Lender and Shamrock
and
Lender shall be released and discharged from the exclusivity provisions of
Paragraph 9 above. Nothing
hereunder shall limit Company’s rights or remedies in the event of an uncured
material breach of this Agreement by Lender and Shamrock. Company shall have
no
liability for any other claim or claims of any nature, including, without
limiting the generality of the foregoing, consequential or special damages
as a
result of Company’s exercise of its rights pursuant to this paragraph. Lender
and Shamrock shall have 30 days upon written notice from Company to cure any
failure or breach of this agreement.
12. FEDERAL
COMMUNICATIONS ACT:
Lender
and Shamrock acknowledge that Lender and Shamrock are aware of Section 508
of
the Federal Communications Act making it a criminal offense for any person,
in
connection with the production or preparation of any television program, to
accept or pay any money, services or other valuable consideration for the
inclusion of any “plug”, reference, product identification or other matter as a
part of such program unless such acceptance or payment is disclosed in the
manner required by law. Lender and Shamrock further understand that it is the
policy of Company not to permit the acceptance or payment of such consideration
and that any such acceptance or payment will be cause for immediate termination
of this Agreement. Without limiting the foregoing, Lender and Shamrock expressly
agree that Lender and Shamrock will not accept or pay or agree to accept or
pay,
any such consideration.
13. FORCE
MAJEURE:
In the
event of (a) the occurrence of an event of force majeure including, but not
limited to, war, acts of terrorism, strikes, work stoppage or other labor
dispute, acts of God or other force majeure causes beyond Company’s reasonable
control, or (b) the preparation, commencement, production or completion of
the
Website and/or the Fights is otherwise hampered, interrupted or prevented,
Company shall have the right to suspend and/or terminate this Agreement, and
extend this Agreement by a period of time equal to the length of any such
suspension.
14. TERMINATION:
If this
Agreement is terminated by Company due to (i) an event of force majeure (as
set
forth above) (ii) for cause, or (iii) for a material breach by Lender and/or
Shamrock, Lender shall retain those shares that have vested pursuant to
Paragraph 2 above as of the date of termination, and Company shall have no
further obligation to Lender and/or Shamrock hereunder.
15. REPRESENTATIONS
AND WARRANTIES:
Lender
and Shamrock represent and warrant that: (a) Lender and Shamrock have full
power
and authority to enter into and to fulfill the terms of this Agreement and
to
grant the rights herein granted; (b) Lender and Shamrock have not entered,
and
will not enter, into any agreements or activities that will or might interfere
or conflict with the terms hereof; and (c) all material and services rendered
and/or submitted by Shamrock will be wholly original with Shamrock and will
not
infringe or violate the rights of any third party (including rights of privacy),
and will not be defamatory. Lender
hereby represents and warrants that it is a corporation organized and existing
under and by virtue of the laws of the State of California, that Lender has
entered into a written contract with Shamrock
-5-
which
is
now in full force and effect and pursuant to which Lender has the full right
and
authority to lend to Company the services of Shamrock upon the terms and
conditions herein specified.
16. MORAL
CLAUSE:
Shamrock
and Shamrock’s Representatives shall maintain a high standard of sportsmanship
and conduct themselves in a professional and sportsman like manner prior to,
during, and following each Bout or each Company event which they are present.
Shamrock and Shamrock’s Representatives shall conduct themselves in manner
considered to be within commonly accepted standards of decent behavior and
will
not conduct themselves in a manner violative of commonly accepted social
standards, or in manner that is considered lewd, rude, or reprehensible.
Shamrock and Shamrock’s Representatives shall not commit any act or become
involved in any situation or occurrence that is illegal of violative of any
local penal code. Shamrock and Shamrock’s Representatives shall not make any
statement which will reflect negatively upon Shamrock and Shamrock’s
Representatives or subjects them to scandal, ridicule, or disdain and to impugn
Shamrock or Shamrock's Representatives, and shall not make any statement which
will reflect negatively upon Company or its business affiliates or subjects
them
to scandal, ridicule, or disdain, or impugns Company or its business affiliates
or any of their respective officers, managers, members, employees, or agents.
Fighter and Fighter’s Representatives shall not act in a manner as to be so
offensive as to shock or offend the public or any organized group therein,
or
reflect unfavorably upon Company or any of Company’s business affiliates. In
matters involving the development of the creative elements of Shamrock’s persona
and identity, Company agrees to allow Shamrock to participate with Company
in
the development of such creative elements, and Company and Shamrock shall come
to a mutual agreement as to the development of such creative elements relating
to Shamrock’s persona and identity.
Shamrock
and Shamrock’s Representatives shall not allow, sanction, authorize, accept, or
be involved with any advertising material or publicity materials that contain
language, content, or material which is considered to be obscene, libelous,
slanderous or defamatory, or will not violate or infringe upon, or give rise
to
any adverse claim with respect to, any common-law right or any other legal
cognizable rights including, but not limited to, trademark, service xxxx,
copyright (literary, dramatic, music or motion picture right), right of privacy
or publicity, or contract rights.
17. INDEMNIFICATION:
Lender
and Shamrock hereby agree to indemnify and hold Company and its respective
employees, officers, directors, shareholders, partners, agents, licensees and
assigns, harmless from and against any liability, claim, cost, damage, or
expense (including reasonable outside attorneys’ fees) arising out of or in
connection with a breach by Lender and/or Shamrock of any representations,
warranties or agreements contained in this Agreement and/or any claims brought
by The World Fighter, LLC, International Fight League (IFL) and/or Strike Force
and their respective parents, subsidiaries and affiliates. Company hereby agrees
to defend, indemnify and hold Lender and Shamrock harmless against any and
all
liability, damages, costs and expenses (including reasonable attorneys' fees),
in connection with any third party claim or action (other than those arising
out
of a breach of any of Lender’s and/or Shamrock’s representations, warranties or
agreements hereunder or out of any negligence or misconduct by Shamrock) arising
out of or related to a breach by Company of this Agreement.
-6-
18. INJUNCTIVE
RELIEF:
It
is
expressly understood and agreed that Lender’s and Shamrock’s rights and remedies
against Company shall be limited to the right, if any, to recover actual money
damages in an action at law, and Lender and Shamrock shall not be entitled
to
terminate or rescind this Agreement or any of the rights granted hereunder
to
Company, or to enjoin or restrain the development, production, distribution,
advertising or other exploitation of the Website, the Fights and/or Company’s
merchandising and/or programs and/or any rights therein.
19. SEVERABILITY:
Any
provision of this Agreement which is invalid, illegal, or unenforceable in
any
jurisdiction shall, solely as to that jurisdiction, be ineffective to the extent
of such invalidity, illegality or unenforceability, without affecting in any
way
the remaining provisions hereof in such jurisdiction or rendering that or any
other provisions of this Agreement invalid, illegal or unenforceable in any
other jurisdiction.
20. ASSIGNMENT:
This
Agreement, at the election of Company, shall inure to the benefit of Company’s
administrators, successors, assigns, licensees, grantees, and associated,
affiliated and subsidiary companies, and Lender and Shamrock agree that Company
and any subsequent assignee may freely assign this Agreement and grant its
rights hereunder, in whole or in part, to any party. Lender and Shamrock shall
not have the right to assign any of Lender’s and Shamrock’s obligations
hereunder.
21. ADDITIONAL
DOCUMENTS:
Lender
and Shamrock agree to execute and deliver all such additional documents and
instruments as Company may request to effectuate the terms and intentions of
this Agreement. In the event that Lender and Shamrock fail or are unable to
execute any such documents and/or instruments within five (5) days of Company’s
request therefore, Lender and Shamrock hereby irrevocably appoint Company as
Lender’s and Shamrock’s attorney-in-fact for such purpose in Lender’s and
Shamrock’s name and on Lender’s and Shamrock’s behalf, which power the parties
acknowledge is a specific power coupled with an interest and is therefore
irrevocable.
22. NOTICES:
Notices
hereunder shall be in writing and shall be given by personal delivery, facsimile
or by mailing to the appropriate party at the addresses first written in the
Agreement, and the date of such personal delivery or facsimile, or the date
three (3) days after the date of such mailing shall be the date of the giving
of
such notice. A copy of all notices to Company shall be sent to Xxxxxxxxx Xxxxx
Xxxxx Xxxxx Xxxx & Xxxxx, LLP, 0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000, Xxx
Xxxxxxx, Xxxxxxxxxx 00000, Attention: Xxxxx Xxxx, Esq.
23. CONFLICTS:
If any
provision of this Agreement conflicts with any provision of law, the latter
shall prevail. However, such conflicting provisions shall be restricted only
to
the extent necessary to meet the applicable minimum requirements, and they
shall
not affect any other provision hereof or the validity or enforceability of
this
Agreement.
24. RIGHT
TO WITHHOLD:
Company
may deduct and withhold from any sums payable to Lender hereunder any amounts
required to be deducted and withheld by Company pursuant to any present or
future law, ordinance or regulation of the U.S., or of any state
(or
-7-
subdivision
of any state) thereof, or of any other country, including, without limitation,
any country wherein Shamrock renders services hereunder.
25. PRIOR
CONTENT AND FOOTAGE:
Lender
and Shamrock shall obtain and shall cooperate and assist Company in obtaining
and arranging for Company to have the “non-exclusive” right to use video or
audio clip recordings of any prior bout content of Shamrock, such as, any non-
Company bout which Shamrock was a participant and to the extent that Lender
and
Shamrock have or can obtain such rights thereto for Company’s usage for the
purpose of publicizing, Company, Shamrock and/or the Company Bout or events.
Such rights should be without encumbrances or restrictions on usage by Company.
All prior content provided to Company by Lender and Shamrock that Shamrock
created shall be provided as a non-fee license to use by Company. Credit
MMAE
26. BUSINESS
AND CREATIVE CONTROL:
Company
and Shamrock shall reasonably work together and in good faith relating to all
matters with respect to Shamrock’s services hereunder, including, but not
limited to, creative, financial, budgetary, facilities and personnel matters.
Lender and Shamrock acknowledge and agree that Lender and Shamrock have no
authority to enter into any oral or written agreements or commitments on behalf
of Company without Company’s prior written approval.
Prior
to
entering into this Agreement, Lender and Shamrock engaged in various business
opportunities, which are set forth in Exhibit A attached hereto. Lender and
Shamrock hereby agree that Company shall have the exclusive first right to
negotiate for these opportunities and any other future opportunities of Lender
and Shamrock. If Company waives its right to any single opportunity that shall
not be understood as a waiver to any other opportunity and Company shall
continue to have such rights of first negotiation with Lender and
Shamrock.
27. CONFIDENTIALITY:
Notwithstanding anything to the contrary set forth herein, Lender and Shamrock
acknowledge and agree that the Confidentiality Agreement dated as of
November 27, 2006 (“Confidentiality Agreement”) between Company and
Shamrock shall remain in full force and effect and shall be extended to apply
to
all matters relating to the Website and the Fights.
28. CONDITIONS
PRECEDENT:
Company’s obligations hereunder are expressly conditioned upon (i) Lender’s and
Shamrock’s execution and delivery to Company of this Agreement; and (ii)
Shamrock providing Company with all documents which may be required by any
government agency or otherwise for Shamrock to render services hereunder,
including without limitation, an INS form I-9 (Employment Eligibility
Verification Form) completed to Company’s satisfaction, and original documents
establishing Shamrock’s employment eligibility.
29. MISCELLANEOUS:
This
Agreement constitutes the entire agreement between the parties with regard
to
Shamrock’s Personal Services to and for the Company as set forth herein, and
supersedes all prior agreements written or oral regarding such Personal
Services. This Agreement shall be construed under the laws of the State of
California with respect to contracts which are fully performed in said state.
This Agreement is binding upon and shall inure to the benefit of the respective
successors and assigns of the parties hereto. If any provision of this Agreement
shall be
-8-
found
invalid or unenforceable, then such provision shall not in-validate or in any
way affect the enforceability of the remainder of this Agreement.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
set forth above.
PRO
ELITE, INC.
By:
_____________________________________
Its:
______________________________________
An
authorized signatory
By:
/s/
Xxxxx Xxxxxxxx
Its:
CEO
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INDUCEMENT
LETTER
As
of
December 1, 2006
Pro
Elite, Inc.
00000
Xxxxxxxx Xxxxxxxxx
Xxxxx
000
Xxx
Xxxxxxx, Xxxxxxxxxx 00000
Ladies
and Gentlemen:
As
an
inducement to you to enter into the Agreement signed concurrently herewith
(the
“Agreement”) between ___________________, a California corporation, Federal I.D.
#______________ (“Lender”), and you (“Company”) with respect to my services for
Company during the Term of the Agreement, I represent, warrant and agree as
follows:
1. Lender
is
now, and will be at all times during the Term of the Agreement and at all other
times when my services may be rendered or required thereunder, authorized to
furnish my services to you as therein provided; and if for any reason my
employment contract with Lender should expire or be terminated before the
completion of my services under the Agreement, I will keep and perform all
of
the terms and conditions thereof, as though I were a party to the Agreement
and
had executed it in place of Lender;
2. That
I
will keep and perform all of the terms and conditions of the Agreement and
will
perform my services for you during the term thereof, and at all other times
when
my services may be rendered or required thereunder, the capacities therein
specified, conscientiously and to the best of my ability;
3. That
you
shall be entitled to apply for equitable relief by injunction or otherwise
relief to prevent a breach of the Agreement or of my agreements
hereunder;
4. That
I
will look solely to Lender for all compensation for my services under the
Agreement and you shall have no obligation to compensate me for any services
to
be performed by me or for any rights granted to you thereunder;
5. That
I
hereby confirm and join in the grant to you of all rights under the Agreement,
including, but not limited to, all rights granted in and to the results and
proceeds of my services and the right to use my name and likeness as set forth
therein, whether or not my employment by Lender should expire or be
terminated;
6. That
all
notices served on Lender in accordance with the provisions of the Agreement
shall be deemed to be notices to me of the contents hereof; and
-10-
7. That
I
shall indemnify and hold you harmless from and against all liabilities,
penalties, losses or expenses, including reasonable outside attorneys' fees
imposed upon, sustained or incurred by you by reason of your failure to deduct
or withhold from the compensation payable to Lender under the Agreement any
amounts required to be deducted or withheld by you under the provisions of
any
now or hereafter existing law, regulation or collective bargaining
agreement.
8. For
purposes of any and all Workers' Compensation statutes, laws, or regulations
(“Workers' Compensation”), I acknowledge that an employment relationship exists
between Company and me, Company being my special employer under the Agreement.
Accordingly, I acknowledge that in the event of my injury, illness, disability,
or death falling within the purview of Workers' Compensation, my right and
remedies (and those of my heirs, executors, administrators, successors, and
assigns) against Company or Company’s affiliated companies and their respective
officers, agents, and employees (including, without limitation, any other
special employee and any corporation or other entity furnishing to Company
or an
affiliate company the services of any such other special employee) shall be
governed by and limited to those provided by Workers' Compensation.
Very
truly yours,
/s/
Xxxxx Xxxxxx Shamrock_____
XXXXX
XXXXXX SHAMROCK
-11-
ADDENDUM
On
any
proposed pay per view event (“PPV Event”) in which Shamrock is the main event,
Shamrock shall have a 30 day right to shop such PPV Event (“Shopping Period”) to
third parties upon notice from Pro Elite, Pro Elite shall have the right to
match any bona fide offer from such third party within 20 days of receiving
written notice of the exact terms of such third party offer from Shamrock.
If
Pro Elite fails to match such offer within such 20 days, Shamrock shall be
free
to do the applicable PPV Event with such third party provided such applicable
PPV Event is held within 90 days after the expiration of the Shopping Period
and
it does not conflict with a scheduled boxing or mixed martial arts event on
Showtime. If Shamrock fails to secure any third party offer acceptable to
Shamrock within the Shopping Period, or Pro Elite matches such third party
offer, the rights to the applicable PPV Event shall remain with Pro
Elite.
/s/
Xxxxx Xxxxxxxx 12-12-06
/s/
Xxxx Xxxx 12-13-06
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