luther reigns 2004 contract
TRANSCRIPT
8/19/2019 Luther Reigns 2004 Contract
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O R I G I N A L
WO RLD WR ESTLING ENTERTAINMENT, INC.
BOOKING CONTRACT
This W orld Wrestling Entertainment, Inc. Booking Con tract ( Agreem ent ), dated this
day of June, 200 4, and made effective as of Ap ril 23, 200 4, by and between W orld W restling
Entertainment, Inc., a Delaw are corporation, with its principal place of bu siness at 1241 E ast M ain
Street, Stamford, Connecticut 06902 (hereinafter referred to as PRO M OTER ), and MA TTHE W
R . WIES E, an individual residing at 516 8 W . Village D rive, Glendale, AZ 853 08 (hereinafter
referred to as WR ESTL ER ).
PREMISES
WH ERE AS, P RO M OT ER is duly l icensed, as required, to conduct professional
w restling exhib itions and is actually engag ed in the bu siness of organizing, pub licizing, .arranging,
staging and conducting professional w restling exhibit ions and/or events, as defined below ,
throughout the w orld and of representing professional wrestlers in the promotion and exploitation of
a professional w restler's name, likeness, personality and character; and
WHEREAS, PROMOTER has established a nationwide network of television stations which
regularly broadcast PRO M OTE R'S w restling programs for purposes of publicizing PRO M OTE R'S
professional w restling exhibitions and/or events, as defined below, and PR OM OTE R has established
a network of cable television organizations which regularly broadcast PROMOTER'S professional
wrestling exhibitions on a p ay-per-view basis; and in addition thereto, PRO M OTE R has developed
and p roduced certain other television programs, w hich are also used to p ublicize, display and
promote PROMOTER's professional wrestling exhibitions; and
WH EREA S, PRO M OTER 's bus iness operations af ford W RES TLER oppor tuni ties to
wrestle and obtain public exposure which will increase the value of his wrestling services and his
standing in the professional wrestling community and entertainment industry; and
WH ERE AS, W RES TLER is duly licensed, as required, to engage in professional wrestling
exhibitions and/or events, as defined below , and is actually engaged in the b usiness of performing as
a professional wrestler; and
WHEREAS, WRESTLER is a performing artist and the professional wrestling
exhibitions arranged b y PR OM OT ER constitute demonstrations of w restling skills and abilit ies
designed to p rovide athletic-styled entertainment to the p ublic, and su ch p rofessional w restling
exhibitions and events constitute entertainment and are not competitive sports; and
W H ER EAS , W RE STL ER des ire s PR O M O TER to a rrange p ro fess iona l w rest ling
exhibitions and/or events, as defined below , for WRES TLE R and to assist WR EST LE R in obtaining
public exposure through live exhibitions, television programs, public appearances, and
merchandising activities, or otherwise;
NO W TH ERE FO RE, in consideration of the mutual promises and agreements as set forth
herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby
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acknowledged, the parties intending to be legally bound, do hereby agree as follows:
1 . BOO KING
1.1 WR ESTL ER hereby grants exclusively to PRO M OT ER, and PR OM OT ER hereby accepts,
the following worldwide rights:
(a)
Du ring the Term of this Agreement, the exclusive right to engage WR EST LE R's
performance in w restling matches at professional wrestling exhibitions, as w ell as appearance of any
type at other events , engagements or enter tainment programs in w hich WR EST LE R performs
services as a professional wrestler or which are related to sports entertainment (collectively the
Events ), whether such Eve nts are staged before a live audience, in a television broadcast studio, on
location (for later view ing or broadcast) , by prom otions to w hom W RE STL ER's services are
assigned by W WE for developm ental, training or other purposes, or otherwise. Pursuant to Section
13.5 herein and during the Term of this Agreement, WR EST LE R acknowledges and agrees that
PROMOTER, in its sole diescretion, shall have the right to assign WRESTLER's obligations under
this Agreement for any p eriod of t ime as PR OM O TER sees f it to other promoters in order to
enhance or improve WRESTLER's overall wrestling abilities, in-ring skills, conditioning or other
attributes deemed necessary b y P RO M OTER .
(b)
D uring the term of this Agreem ent as defined below , the right, to sell or otherw ise
distribute t ickets of adm ission to the g eneral public for v iewing of any or all of the Ev ents that
include the performance or appearance of WRESTLER, as well as on any closed circuit television,
pay -per-view television, video exhibit ion, or any other medium now know n or hereinafter
discovered, of the Even ts.
(c)
Du ring the term of this Agreement and thereafter, as provided for in this Agreement,
the right to solicit, negotiate, and enter into agreements for and on behalf of W RE STL ER for the
exploitation of Intellectual Prop erty (as defined hereinbelow ) for merchandising, comm ercial tie-
ups, publishing, personal appearances, performances in non-wrestling events, and endorsements.
1.2
n consideration of WR EST LE R's granting of rights, license and other services, as set forth
herein, and provided WRESTLER shall faithfully and fully perform all obligations hereunder,
PR OM OT ER shall endeavor to book W RE STL ER as an individual or as a member of a group,
w hich determination shall be m ade in PR OM OT ER 's sole discret ion, in wrest ling matches at
various Ev ents.
2 . W O R K S
2.1 I f PROM OTER books WRESTL ER to appear and per form a t Events , WRESTL ER hereby
grants to PRO M OTE R and P RO M OTE R hereby accepts, the exclusive right during the term of this
Agreement to video tape, film, photograph, or otherw ise record, or to authorize others to do so, by
any media now kno w n or hereinafter discovered, W R ES TL ER 's appearance, performance,
commentary, and any other work product for any or all of the Events. (These recordings by tape,
disc, film, or otherwise are collectively referred to herein as the Program s .)
2.2
otwithstanding the termination of this Agreemen t for any reason, and notwithstanding any
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other provision of this Agreement, PROMOTER shall have the right to produce, reproduce, reissue,
manipu late, reconfigure, license, manufacture, record, perform, exhibit, broadcast, televise by any
form o f television (including w ithout l imitation, free, cable, pay cab le, closed circuit and
pay-per-view television, the internet, video on demand, subscription video on demand), transmit,
pu blish, copy, reconf igure, comp ile, print, reprint, vend , sell, distribute and use v ia the internet,
video on dem and, subscr ipt ion video on demand, any other medium now know n or hereinafter
discovered, including w ithout limitation, video on dem and and the internet, and to authorize others
to do so, the Programs, in perpetuity, in any manner or media and by any art, method or device, now
know n or hereinafter discovered (including w ithout limitation, by m eans of videodisc, videocassette,
optical, electrical and/or digital compilations, theatrical motion picture and/or non-theatrical motion
picture). All gags, costumes or parts of costumes, accessories, crowns, inventions, championship,
title or other belts (if applicable), and any other items of tangible property provided to W RE STL ER
by P RO M OTE R and/or containing New Intellectual Property as defined in paragraph 3.2(a) shall be
immediately returned to PRO M OT ER u pon termination of this Agreement for any reason.
2.3
RES TLE R's appearance, performance and work p roduct in any or all of the Events and/or
Programs shall be deemed work for hire; and notwithstanding the termination of this Agreement,
PR O M O TE R shall own , in perpetuity, all Program s and all of the rights, results, produ cts and
proceeds in and to, or derived from the E vents and P rograms (including w ithout l imitation, all
incidents, dialogue, characters, actions, routines, ideas, gags, costumes or parts of costumes,
accessories, crowns, inventions, championship, title or other belts (if applicable), and any other
tangible or intangible materials w ritten, comp osed, subm itted, added, improv ised, or created by or
for WR ES TL ER in connection with appearances at the Events and/or in the Programs) and
PR OM OT ER may obtain copyright and/or trademark and/or any other legal protection therefor, now
known or hereinafter discovered, in the name of PRO M OTE R and/or on behalf of PR OM OTE R's
designee.
2.4 I f PRO M OT ER direct s WRES TLE R, e i ther singly or in conjunc tion w i th PR OM OTE R, to
create, design or develop any copy rightable w ork (herein referred to as a D evelop ment ), such
Dev elopment shall be deemed work for hire and PRO M OT ER shall own such Developm ent. All
Program s and D evelopm ents referred to in this Agreement are collectively referred to as Wo rks.
2.5 ll Works and W RES TL ER's contributions thereto shall belong solely and exclusively to
PR OM OTE R in perpetuity notw ithstanding any termination of this Agreement. To the extent that
such W orks are considered: (i) contributions to collective w orks, (i i) a com pilation, (i i i) a
supplementary work and/or (iv) as part or component of a motion picture or other audio-visual work,
the parties hereby expressly agree that the W orks shall be considered wo rks made for hire under
the United States Cop yright Act of 197 6, as amended (17 U .S.C. § 101 et seq.). In accordance
therewith, all rights in and to the W orks shall belong exclusively to PRO M O TER in perpetuity,
notwithstanding any termination of this Agreement. To the ex tent that such W orks are deemed
works other than works made for hire, WR ESTL ER hereby assigns to PR OM OTE R all right, title
and interest in and to all rights in such Works and all renewals and extensions of the copy rights or
other rights that may be secured u nder the laws now or hereafter in force and effect in the United
States of America or any other country or countries.
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3 INTELLECTUAL PROPERTY
3.1 he parties agree that as of the date of this Agreement, all service marks, trademarks and any
and all other distinctive and identifying indicia under w hich W RE STL ER claims any rights,
including but not limited to WRE ST LE R's legal name, nickname, ring name, likeness, personality,
character, caricatures, voice, signature, costumes, prop s, gimmicks, gestures, routines and themes,
which are owned by W RES TLER or in which WR ESTL ER has any rights anywhere in the world
(collectively, the O riginal Intellectual Prop erty ) are described and identified on Schedu le A
attached hereto and incorporated herein by reference. WRESTLER hereby assigns in good faith to
PR OM OT ER and PRO M OT ER hereby accepts all worldwide right, title and interest in and to
WR EST L ER 's Original Intellectual Property, including, bu t not limited to, the rights to license,
reproduce, manipulate, promote, expose, exp loit and otherwise use the O riginal Intellectual Property
anyw here in the world in any commercial manner, media, art form, method or device now known or
hereinafter discovered.
3.2
a) i )
ith the exception of WR ES TL ER 's Original Intellectual Property, any
service marks, trademarks and/or d istinctive and identifying indicia, including ring n ame, nickname,
likeness, personality, character, caricatures, voice, signature, props, gestu res, routines, themes,
incidents, dialogue, actions, gags, costumes or parts of costumes, accessories, crowns, inventions,
championship, title or other belts (if applicable), and any other items of tangible or intangible
property w ritten, composed, sub mitted, added, improvised, created and/or used by or associated with
WR EST LE R's performance in the bu siness of professional wrestling or sports entertainment during
the Term of this Agreement (collectively the New Intellectual Property ) are hereby assigned to and
shall belong to PR O M OT ER , in perpetuity, with PR OM OT ER retaining all such ownership rights
exclusively throughout the w orld notwithstanding any termination of this Agreement.
(ii) WRESTL ER acknow ledges that PRO M OTER created and developed the ring
name and persona of Ho rshu and L uther Reigns , and that all trademarks, service marks, ring
nam es, characters, persona an d related intellectual prope rty set forth in paragraph 3 .2 (a)(i)
concerning Horshu and Lu ther Reigns , used alone and/or as part of any tag team, are hereinafter
deemed New Intellectual Property.
(b)
pon the termination of this Agreement, all rights in and to the Original Intellectual
Property shall revert to WR ESTL ER , except that PRO M OT ER , its licensees, sublicensees and
assigns may continue to exploit any and all ma terials, goods, merchandise and other items
incorporating the Original Intellectual Property m ade before su ch termination, until all such
materials, goods and merchandise are sold off.
3 . 3
t is the intention of the parties that the New Intellectual Property belongs to PROMOTER,
in perpetuity, even to the exclusion of WR EST L ER , and shall survive the termination of this
Agreem ent for any reason. PR O M O TER shal l have the exclusive r ight to assign, l icense,
sublicense, reproduce, prom ote, expose, exploit and otherwise use the New Intellectual Prop erty in
any com mercial manner now known or hereinafter discovered, regardless of w hether such rights are
exercised during or after the Term of this Agreem ent and notw ithstanding termination of this
Agreement for any reason.
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3.4
he O riginal Intellectual P roperty and the N ew Intellectual P roperty are hereinafter
collectively referred to as Intellectual Prop erty.
3.5 RES TLER agrees to cooperate fully and in good faith with PR OM OTE R for the purpose
of securing and preserving PR OM OT ER 's rights in and to the Intellectual Property. In connection
herewith, WRES TLE R acknowledges and hereby grants to PR OM OTER the exclusive worldwide
right during the Term of this Agreem ent (with respect to Original Intellectual Prop erty) and in
perpetuity (with respect to New Intellectual Property) to apply for and obtain trademarks, service
marks, copyrights and other registrations throughout the world in PR OM OTE R's name and/or on
behalf of Promoter s designee and to enforce any and all of WWE s rights therein. At
PRO M OTE R'S expense and reques t, PROM OTE R and W RES TLER shall take such steps, as
PR OM OT ER deems necessary for any registration or any litigation or other proceeding, to protect
and enforce any and all of PRO M OTE R's rights in the Original Intellectual Property and/or New
Intellectual Property and/or W orks. Further, WRES TLER authorizes PRO M OTER to execute any
docum ents on his behalf that are required by the U.S. Patent and Tradem ark Of fice in order to
protect the aforementioned Intellectual Property.
4 . MER CHAND ISING
4.1
RES TL ER hereby agrees that PRO M OT ER shall have the exclusive right (i) during the
Term of this Agreem ent and thereafter, as provided in this Agreem ent, to use the O riginal
Intellectual Property and (ii) in perpetuity, to use the N ew Intellectual Property in connection with
the manufacture, production, reproduction, reissuance, manipulation, reconfiguration, broadcast,
rebroadcast, distribution, sale, and other comm ercial exp loitation in any mann er, now kno w n or
hereinafter discovered, of any and all m aterials, goods, merchandise and other items incorporating
the Intellectual Prop erty. As to all such m aterials, goods, merchandise or items created, developed,
produ ced and/or distributed du ring the Term of this Ag reement using the O riginal Intellectual
Property, PR OM OT ER shall have the exclusive right to sell and exploit such materials, goods and
merchandise until the sell-off of same. A s to all such m aterials, goods, merchandise or items u sing
the New Intellectual Property, PROMOTER shall have the exclusive right, in perpetuity, to sell and
exploit same forever. By w ay of exam ple and not of limitation, such items include t-shirts, posters,
photos, video tapes and video cassettes, dolls, books, biographies, articles and stories, and any other
such material, goods, merchandise, or items relating to WRESTLER.
4.2
t is the intention of the parties that PR O M OT ER 's rights described under paragraph 4.1 are
exclus ive to PRO M OTER even to the exclus ion of WR ESTL ER. PRO M OTE R shal l own al l
copy rights and trademarks in any and all such materials, goods, merchandise and items and shall be
entitled to obtain copyright, trademark, service mark or other registrations in PRO M OT ER 's name
or on behal f of i ts designee; and W R ES TL ER shal l p rovide al l reasonable ass is tance to
PR OM OTE R in so ob taining such copy right, trademark, service mark or other registrations.
5. EXCLUSIVITY
5.1
t is the understanding of the parties that all rights, licenses, privileges and all other items
herein given or granted or assigned by WR ESTL ER to PRO M OTE R are exclusive to PR OM OTE R
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even to the exclusion of WRESTLER.
5.2 In the event WR ESTL ER desires upon reasonable notice to PR OM OT ER du ring the Term
of this Agreem ent either individually or through his authorized representative(s) to participate in
movies, films, com mercials, produ ct endorsements, videos, television programs or similar activities
(collectively Perm itted Activities ) and prom otional eve nts for the Pe rmitted Ac tivities,
WR ESTL ER m ay do so subject to PRO M OTE R's approval, which shall not be unreasonably
withheld provided a written sublicense is executed between PR OM OTER , WRES TLER and any
relevant third parties and further provided W RE STL ER shall not utilize the New Intellectual
Property in any manner in connection with such Permitted Activities without PRO M OT ER 's written
consent, and that PROMOTER retains first priority, to the exclusion of any such Permitted
Activities, with respect to the use and scheduling of W RE STL ER 's services at all times du ring the
Term (as defined below) of this Agreement. It is further agreed that PRO M OT ER shall receive from
WR EST LE R a management fee to reimburse PRO M OT ER for its reasonable administrative costs
incurred in connection with WRESTLER's participation in each such Permitted Activity, provided
that PR O M O TER 'S costs shal l not be less than ten percent (10% ) of any fees received by
WRESTLER for each such Permitted Activity described herein. Additionally, all monies earned by
WR EST LE R from such Permitted Activities in a specific Contract Y ear shall be credited against the
M inimum A nnual Compensation for that Contract Y ear as set forth in paragraph 7.1 below .
6
TERM AND TERRITORY
6 . 1
he term of the Agreem ent shall be three (3) years from the effective date hereof ( Initial
Term ). Each individual year of the Agreement may also be hereafter referred to as a Contract
Y ear (i.e. Ap ril 23 , 2004 to April 22, 200 5 as the First Contract Year, Ap ril 23 , 2005 to A pril 22,
200 6 as the Second Contract Y ear, and April 23, 20 06 to Ap ril 22, 20 07 as the Third Contract
Y ear). Each year of the Agreement may also be referred to hereinafter as a Contract Year .
6.2
otw ithstanding anything herein to the contrary, termination of this Agreement for any
reason shall not affect PRO M O TER 's ownership of and rights in, including but not limited to, any
Works, N ew Intellectual Prop erty and any registrations thereof, or the rights, results, products, and
proceeds in and to and derived from WR EST LE R during the Term of this Agreement; and the
exploitation of rights set forth in Paragraphs 1, 2, 3 and 4 hereof in any and all media now know n or
hereinafter discovered.
6 . 3
he territory of this Agreement shall be the w orld.
7
PAYMENTS/ROYALTIES
7.1
a)
rovided that WR EST L ER fu lfills all obligations and warranties and provided
W RES TL ER does not breach any of the terms of this Agreement, PR OM OT ER gu arantees
WR ESTL ER that the total of the paym ents made to WR ESTL ER shall amount in the aggregate
to be no less than Seventy F ive Thousand U S D ollars ($75,000 .00) for each Contract Y ear of this
Agreem ent (referred to hereinafter as M inimu m Ann ual Compensat ion ) , w hich shal l be
payab le in fi fty tw o (52) equal w eekly instal lments. In calculat ing such M inimu m A nnual
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C omp ensat ion , PRO M O TER shal l c red it any paymen t s ea rned by W RES TLE R unde r the
paragraphs of this Sect ion 7 against the M inimu m Annu al Comp ensation. For the purposes of
this paragraph, any royalty paym ents due under the Agreem ent shall be deemed earned only at
the time they are paid to WR ESTL ER.
F
b) ubject to paragraphs 7.9, if applicable, and 10 .2 (b) below, w ithin one hund red
twenty (120 ) days after the Contract Y ear has ended, if i t i s determined that W RE STL ER has
earned more than the M inimum Annual Com pensation for services rendered during the Contract
Y ear, W RE STL ER sha ll be p a id in one lump sum w i th in f if teen (15) days the rea f te r the
difference between the M inimum Annual Com pensation and what WR EST LE R actually earned
for services rendered during the Contract Y ear.
7.2 a)
f WR ESTL ER appears and performs in any Event produced by PR OM OTER in
an arena before a l ive audience at w hich adm ission is charged other than those arena events
w hich are taped or b roadcast as set forth in paragraphs 7.2 (b) and 7 .2 (c) below (hereinaf ter
House Shows ) , W res tl er sha ll be paid by PR OM OT ER
an
amount equa l , in PRO M OT ER's
discret ion, to such percentage of the paid receipts for such Hou se Show from the l ive Ho use
Show gate receipts only as is consistent w ith the nature of the match in w hich WR EST L ER
appears, i.e., preliminary, mid-card, main event, etc. and any standards PR OM OTE R establishes
specifically for such House Show.
(b)
If WR ESTL ER appears and performs in connection w ith an arena or studio Event
produced by PR OM OT ER w hich i s taped or broadcast for use on PRO M O TER 'S te levis ion
ne tw ork ( TV Tap ing ) , W RES TL ER sha ll be pa id by PR OM OT ER an amoun t only as is
consistent w ith the nature of the match in which W R ES TL ER app ears, i .e., preliminary, mid-
card, main event, e tc . and any standards PR O M O TER establishes specif ically for such TV
Taping.
(c)
If Wrest ler app ears and performs in connection w ith an arena or studio Ev ent
produced by PR OM OT ER which is ai red or broadcast via satel li te broadcast or pay-per-view
dist ribut ion technology for use by PRO M OT ER ( Pay-Per-View ) , WR ESTL ER shal l be paid
by P RO M OTE R an amount in accordance wi th the nature of the match in w hich W RES TLER
performs, i.e., preliminary card, mid card, main event, etc., or any other standard PROMOTER,
in its sole discretion, establishes specifically for that Pay -Per-View .
7.3
a)
icensed Product Royalties : In the event that the Original and/or New Intellectual
Property are used by P RO M OT ER and/or licensed, sublicensed, or otherwise assigned to third
parties for production, reproduction and/or sale and distribution, in conjunction w ith any consum er
materials, goods or merchandise, (hereinafter collectively referred to as Licensed Produ cts ), such
that the applicable Licensed Product only features the Original and/or New Intellectual Property,
W RE STL ER shall be paid tw enty-f ive percent (25%) of the Licensed Products ' Net Receipts
received b y P RO M OTE R with respect to any such licensing, sublicensing or assignment. Licensed
Products' Net Receipts means the gross amount received by PR OM OTE R less expenses incurred by
PROMOTER or its licensing agent for the applicable Licensed Product. WRESTLER
acknowledges and agrees that W RES TL ER shall not be eligible for any royalties with respect to
television license, television subscription fees, internet subscription fees, subscription video on
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demand fees and/or advert ising and/or distribut ion fees paid to PR OM O TER by any enti ty in
connection with the exploitation of Original and/or New Intellectual Property.
(b) n the event that the O riginal and/or New Inte llec tual Prop erty are used by
PR O M O TER or l icensed, sublicensed, or otherw ise assigned to third parties in connection w ith
Licensed Products featuring WRESTLER with other wrest lers represented by PROMOTER,
PR OM OTE R shall allocate twenty-five percent (25%) of the Licensed Products Net Receipts, to be
paid pro-rata among WR ESTL ER and all other talent so featured.
7.4
a)
i) Direct Sales Royalties/Feature Performer : In the event that PROMOTER
distributes and sells directly any Licensed Products other than any WWE Pay-Per-Views, as set forth
in paragraph 7.5(c), below or any W W E V ideo Products, as set forth in Paragraph 7 .5(d) below,
including w ithout limitation, at the arena, via mail order sales or directly on television, or via the
Internet (hereinafter D irect Sales Products ') , such that the applicable product only features the
O riginal and/or New Intel lectual Property of the W RE STL ER , WR EST LE R shal l be paid five
percent (5%) of the Di rect Sales Products' Net Receipts der ived by PR OM OT ER f rom such
exploitation. For purposes of this paragraph, Direct Sales Products' Net Receipts mean the gross
amount received by P RO M OTE R for sales of such products after deduction of cost of goods, local
taxes and app licable allocations for such sales. Shou ld such sales take place at any of Prom oter's
si te based entertainment comp lexes, W RE STL ER shall be paid 5% of D irect Si te Based Sales
Products Net Receipts derived by P RO M OTE R from such exploitation. For purposes of paragraphs
7.4(a) and 7.4 (b) Direct Site Based Sales Products' Net Receip ts means the gross amount received
by PROMOTER for sales of such products after applicable taxes and the average venue deduction
taken in the quarter of the sale of Licensed Products by PR OM OT ER at Ev ents.
(ii)
D irect Sales Web /Catalog R oyalties
: In the event that W WE distributes and
sells directly any L icensed Products other than the WW E Pay -Per-View s, as set forth below , or any
W W E Video P roducts, as set forth below, via m ail order sales or directly on television, or via the
internet sites ow ned and controlled by WW E (hereinafter D irect Sales Web/Catalog Products ),
Talent shall be paid five percent (5%) of the D irect Sales Web Catalog Products N et Receipts,
defined as gross receip ts to W W E reduced b y returns and a th i r ty percent (30% ) W W E
administrative fee.
(iii)
D irect Sales/Pro Rata
: In the event that the Original and/or New Intellectual
Property of the WR ESTL ER are exploited by PR OM OTE R, such that Direct Sales Products feature
WR ESTL ER with other wrest lers represented by P RO M OTER , PRO M OTE R shall allocate f ive
percent (5%) of the Direct Sales Products Net Receip ts or the Direct Site Based Sales Products Net
Receipts, as the case may b e, to be paid pro-rata among WR ESTL ER and all other talent so featured.
(iv) Auction Sales : PR OM OTE R shall have the right to sell via the Internet,
television or through any other distribution channel by an auction method any merchandise
containing WR ESTL ER'S Intellectual Property w hich shall include but not be limited to
WR ESTL ER'S signature or any product, costume and/or prop worn by WR ESTL ER during an
Event ( Auction Sale ). In respect of an Auction Sale, WRE STL ER shall , in accordance with
the payment schedule set forth in this Agreement, receive thirty five (35%) percent of the Net
Sales (as defined herein) from the Auction Sale. For purposes of this subsection, Net Sales
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shall be defined as the gross revenue received for an Au ction Sale less (i) the cost of goods
related to the item sold; (ii) any shipping or freight charges; and (iii) PROMOTER'S
administrative fee w hich shall be equal to thirty (30%) p ercent of the gross revenue received
from the A uction Sale of the item sold.
7.5 a) i ) Roy alties/Pay-P er-View Videos Sold By L icensees
: PROMOTER shall allocate
twenty-five percent (25%) of the Net Receipts paid to PRO M O TER by licensees authorized to
reproduce and sell video cassettes, videodiscs, CD RO M , or other technology, including technology
not yet created (hereinafter referred to as WW E Video Products ), of WW E pay-per-view s in their
entirety ( W W E Pay-Per-V iews ) to a talent royalty pool. Thereafter, PR OM OT ER shall pro-rate
payment to WR ESTL ER and all other talent appearing in such WW E Pay-P er-Views in the same
proportion as was the compensation paid to WRES TL ER for his appearances in the pay-per= views to
the total amou nt paid to al l talent for their appearances in the pay -per-view . For pu rposes of
paragrap hs 7.5(a)(i) and 7.5(a)(ii), Net Receip ts shall mean the gross amou nt received by
PR OM OT ER from the licensees for the WW E Pay -Per-Views less any and all costs incurred by
PR OM OTE R to produce and/or distribute such WW E Pay-Per-Views.
(ii) In the event that the W W E Video P roducts are a comp ilation or derivative w ork
of mu ltiple individual W WE Pay-P er-View s in their entirety, such as a collection of videos, e.g., a
Wrestlemania box set, payment to W RES TLE R shall be calculated as follows: twenty-five percent
(25%) of the Net Receipts paid to PROMOTER by licensees shall comprise the talent royalty pool,
w hich shall first be pro-rated based on the num ber of individual videos in the comp ilation, and then
the payment to WR ESTL ER for each video shall be in the same proportion with the royalty payment
to the WR ESTL ER at the time that each individual video w as first released.
(b)
Royalties/Non-Pay-Per-View Videos Sold By Licensees : PROMOTER shall
allocate twenty-five percent (25%) of the Net Receipts paid to PR OM OT ER b y licensees authorized
to reproduce and sell all other W W E V ideo Produ cts, other than those set forth in paragraphs
7.5(a)( i ) and 7 .5(a)(i i) above, to a ta lent royalty pool , f rom w hich PR O M O TER shal l pay
W RE STL ER and a l l o ther ta lent appearing in such W W E V ideo Produc ts pro- ra ta among
WR ESTL ER and all other talent so featured. For purposes of this paragraph 7.5(b), Net Receipts
shall mean the gross amount received by PR OM OTER for the WWE Video Products less any and
all costs incurred by PR OM OTE R to produce and/or distribute such WW E Video Products.
(c)
( i) Royalt ies/Pay-Per-V iew V ideos Sold By Prom oter : PROMOTER shall allocate
f ive percent (5% ) of the Net R eceipts paid to PRO M O TER w ith respect to the direct sale by
PR OM OTE R of W WE Pay-Per-Views to a talent royalty pool. Thereafter, PR OM OTE R shall pro-
rate paym ent to W RE STL ER and all other talent appearing in such W W E Pay -Per-Views in the
same proportion as was the compensation paid to WRESTLER for his appearances in the pay-per-
views to the total amount p aid to all talent for their appearances on the pay-p er-views. For pu rposes
of paragraphs 7.5(c)(i) and 7.5(c)(i i) , Net R eceipts shall mean the gross amo unt received b y
PRO M OTER for the WW E Pay-Per-Views. In the event the WWE Pay-Per-Views are sold at any of
PR OM OTE R's site based entertainment complexes, then the definition of W WE Pay-Per-View Site
Based N et Receipts shall mean the gross amount received by promoter for sales of such products
after deduction of applicable taxes and the average ven ue dedu ction taken in the quarter of the sale
of Licensed Products by PROMOTER at Events.
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(ii) In the event that the W WE Video P roduct is a compilation or derivative work of
mu ltiple individual W W E Pay -Per-V iews in their entirety, such as a collection of videos, e.g., a
Wrestlemania box set, payment to W RES TLE R shall be calculated as follows: five p ercent (5%) of
the Net R eceipts paid to PR O M O TER shall comprise the talent royalty p ool, which shall first be
pro-rated based on the num ber of individual videos in the compilation, and then the pay ment to
WR ESTL ER for each video shall be consistent with the royalty p ayment to the WRE STL ER at the
time each individual video w as first released. In the event the WW E Video P roduct is sold at any of
PR OM OTE R'S site based entertainment complexes, then the definition of WW E Video Product Site
Based Net R eceipts shall mean the gross amount received by p romoter for sales of the WW E Video
Product after deduction of cost of goods, local taxes and the average venu e deduction taken in the
immediately preceding quarter in connection w ith the sale of Licensed Products by PR OM OTE R at
Events.
(d) oyalties/Non P ay-Per-View Videos Sold By Promoter: PRO M OTE R shall allocate
f ive percent (5% ) of the Net R eceipts paid to PRO M O TER w ith respect to the direct sale by
PR OM OT ER of all other WW E Video Produ cts other than those set forth in paragraphs 7.5(c)(i) and
7.5(c)(ii) above, to a talent royalty pool, from w hich PRO M OTE R shall pay WR ESTL ER and all
other talent appearing in such W W E Video Products pro-rata among W RE ST LE R and all other
talent so featured. For pu rposes of this paragraph 7.5(d), Net Receipts shall mean the gross amou nt
received by PR O M O TER for the W W E Video Produc ts . N otwi thstanding the foregoing, i f
W RES TL ER is deemed to be the featured performer as determined by PRO M OT ER in its sole
discretion, WR EST LE R shall receive a b onus of an additional five percent (5%) of W W E's Net
Receipts up to the sale of the first one hundred fifty thousand (150,000) units. Once sales exceed
150,000 , WR EST LE R as a featured performer shal l receive ten percent (10% ) of WW E's Net
Receipts on all units sold, including the first 150,00 0 units. For ex ample, the featured performer in
the video entitled Just Bring It is The Rock . If WR ESTL ER is part of a group that is determined
to be the featured performer , WR ESTL ER shall share pro-rata w ith each and every memb er of the
group in any bonu s monies that may be du e in connection with such WW E Video Products. For
exam ple, the featured performers in the video entitled Regen eration X are five memb ers of the
group D egeneration X.
7.6 I f PRO M OT ER instructs WRE STL ER to appear and perform in any Events or Programs as
a com men tator and/or to participate in post-Ev ent produc tion and/or voice-over activities as a
commentator, WRESTLER's commentating shall be deemed work-for-hire and WRESTLER hereby
assigns to PRO M OTER and PRO M OTER shall own all rights, in perpetuity, to all of WRES TLER 's
comm entary and WR ES TL ER shall not be entit led to receive any royalty pay ments, or any
additional compensation or residual payments whatsoever, as a result of PRO M OT ER's comm ercial
exploitation of such comm entary in any form, whether broadcast programming, cable programming,
pay-per-view programming, videotapes, videodiscs, the Internet or other mediums now or
hereinafter discovered.
7.7
t is the understanding of the parties that W RE ST L ER shall not be paid anything for
PROMOTER s exploitation of the Original and/or New Intellectual Property in any of
PR OM OT ER's magazines or o ther publ ica tions , which PR OM OT ER may publ ish , p roduce or
distribu te at arenas and/or by m ail or through electronic or any other man ner of med ia or
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distribution, now know n or hereinafter discovered, including, bu t not l imited to, pub lication o r
distribu tion on the internet or with respect to any television license, television subscription fees,
internet subscription fees, subscription video on dem and fees, and/or advertising and/or distribution
fees paid to WWE by any entity in connection with the exploitation of the Intellectual Property.
7.8
f WR EST LE R is unable to wrestle for six (6) consecutive weeks du e to an injury suffered in
the ring wh ile performing services at PRO M OT ER 's direction, for every house show o r television
show p er Contract Y ear in which W RES TL ER is unable to wrest le thereaf ter , W RES TL ER 's
M inimum A nnual Comp ensation as defined below for that Contract Y ear shall be reduced by .5%.
Additionally, for every pay-per-view event per Contract Year in w hich WR ESTL ER is unable to
wrestle, WR ESTL ER's M inimum Annual Com pensation for that Contract Y ear shall be reduced by
the average pay received by WR ESTL ER for the three (3) immediately preceding or few er if less
than three (3) similar pay-per-view events for which he w as compen sated, or .5% if there are none.
If WR ESTL ER is unable to wrestle for any other reason during the Term of this Agreement, such
deductions shall begin im mediately.
7.9
ubject to paragraph 12.2, the non-compete provisions of this Agreement, it is
acknow ledged and agreed that as it relates to W RE ST LE R's app earance or performance of any ,
services pursuant to this Agreement, including the appearance and or performance of W RES TLE R's
services at Events or other activities conducted by P RO M OT ER, W RES TL ER shall be eligible only
for the paym ents and royalties specifically set forth in paragraphs 7.1 through 7 .6. WR EST LE R
acknowledges and agrees that any payments or royalties earned in connection with any wrestling
services WRE STL ER may perform during the term of this Agreement for any other wrestling/sports
entertainment organization and /or entity shall be credited against WRESTLER's Minimum Annual
Compensation, if any.
7.10 A ll paym ents made to WR ES TL ER are in full without withholding, except wh ere required
by law. After the end of each calendar year , PR O M O TER shall issue to WR EST LE R Internal
Revenue Service Form 1099 showing all payments to WRESTLER during that calendar year.
7.11 (a) ROMOTER shall prepare and send statements as to royalties payable hereunder to
WR EST LE R within ninety (90) day s following the end of each qu arter, based up on the royalties
received and processed by P RO M OT ER in the previous quarter, together with payment of royalties,
if any, earned by W RE STL ER hereunder during such qu arter-annual period, less advances and/or
debits made by PR OM OTER on WREST LER 's behalf.
(b)
RO M OT ER shall maintain books of accoun t related to the paym ent of royalties
hereunder at its principal place of bu siness. WRE STL ER, or W RES TLE R's designated independent
certified public accountant who is a member in good standing of the AICPA , may at W RES TLE R's
sole expense examine PR O M OT ER's book s insofar as they p ertain to this Agreement for the
purpose of verifying the accuracy thereof, during PR OM OTE R's normal business hours and upon
reasonable notice. Such aud it shall be condu cted in a manner that will not unreasonably interfere
with PRO M OTE R'S normal business operations. WR ESTL ER shall not audit PR OM OTE R's books
and records more than tw ice during any calendar year and no such au dit shall. be
conducted later
than six (6) m onths af ter the most recent statement of royal t ies is given, del ivered or sent to
W R EST LE R. Each au dit is l imited to five (5) days in duration. Statements of royalties may be
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changed from time to time to reflect year-end adjustments, to correct clerical errors and for similar
purposes.
(c)
W RE STL ER shall be deemed to have consented to all statements of royalties and all
other accountings provided by PROMOTER hereunder and each such statement of royalties or other
accounting shall be conclusive, fmal, and binding; shall constitute an account stated; and shall not be
subject to any objection for any reason whatsoever unless an audit has been conducted by
W RES TL ER to PRO M OT ER w i th in one (1) year f rom the da te the royalty s ta t ement w as g iven ,
delivered or sent to WRESTLER.
(d)
No c laim shal l be f i led pur suant to paragraph 13 .8 be low agains t PRO M OT ER or
PROMOTER S affiliates that disputes any statement of royalties or accounting given by
PR OM OTE R hereunder or that makes any cla im for royalties or royalty payments , unless the same
is comm enced or filed within one (1) y ear after the date such statement or accou nting is first given,
del ivered or sent to W RES TLE R, and u nless W RE STL ER has f i rs t exhausted his remedies pursuant
to paragraphs 7.11(b) and (c) abov e.
8. PROM OTER S OBLIGATIONS
8.1
lthough under paragraph 9.1 WRESTLER shall bear responsibility for obtaining
approp riate licenses for participating in wrestling exhibitions, PRO M O TER shall be responsible for
obtaining al l o ther appropria te l icenses to cond uct professional w restl ing exhibi t ions involving
WRESTLER. If PROMOTER, at its discretion, agrees to assist WRESTLER in obtaining his
l icenses , WR ESTL ER shall re imburse PR OM OT ER for i ts fees and expenses incurred in connection
therewith.
8.2
ROMOTER shall bear the following costs in connection with the development and
enhancement of the value of WR ESTL ER 's performance hereunder and WR ESTL ER 's s tanding in
the professional wrestling comm unity, all of which shall benefit WR EST LE R:
(a)
In connection wi th W RE STL ER 's appearances and per formance a t Ev ent s s taged
before a l ive audience , PRO M OT ER shall bear the cos t of loca tion renta l , PROM OT ER'S third par ty
com prehensive liability insurance for the benefit of the venu es, applicable state and local admission
taxes, prom otional assis tance, sound and l ight equipmen t, wrest l ing r ing, of f icia ls, police and f ire
protection, and such additional security gu ards as PRO M O TER shall require in its discretion during
a p rofessional w restling m atch;
(b)
In connect ion w i th the p roduct ion, distr ibu t ion, and exp loitation of the Program s,
PROMOTER shall bear all costs incurred in connection with such production, distribution,
broadcast, transmission o r other forms of mass m edia comm unication;
(c)
In connection w ith any produ ct or service licensing activities and/or merch andising
act ivi t ies, PR O M O TER shal l bear a ll costs of negot ia t ing, secur ing or otherwise obtaining the
produ ct or service l icensing ar rangem ents, including co sts of agents, consul tants, at torneys a nd
others involved in making the product or service licensing activities; and PR O M OT ER shall bear all
costs of creating, designing, developing, prod ucing and marketing m erchandise or services. In order
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to fulfill these obligations, PRO M OT ER m ay make any arrangements, contractual or otherwise, it
deems ap propriate to delegate, assign, or otherwise transfer its obligations.
8.3
RO M OTER shall schedule the Events and book WR ESTL ER for the Events. In doing so,
PR OM OT ER shall select the t ime and location of the Events at which W RE STL ER is booked,
WR ESTL ER'S opp onent, and any other wrestlers who w ill appear at such Event. PRO M OTER shall
provide WR ESTL ER w ith reasonable advance notice of the date, time, and place of any such Event,
and WR EST L ER shall appear at the designated location for any such Event no later than one hour
before the designated time. If WRESTLER fails to appear as required without advance twenty-four
(24) hours notice to PR OM OT ER and PR OM OT ER m ust substitute another wrestler to appear in
WR ESTL ER'S place at the Event, then PRO M OTE R may fine, suspend or terminate WRES TLE R in
its sole discretion.
8.4
otwithstanding the above, if WRESTLER shall be prevented from appearing at an Event
by reason of Force M ajeure, the abov e fines shall not be imposed. For purp oses of this Agreemen t,
Force M ajeure shall mean any act of God, f ire , f lood, w ar or other calamity; strike or labor
difficulties; any governmental action or any other serious emergency affecting WRESTLER which
occurrence is beyond W RES TL ER's reasonable control, and, which despite best efforts prohibits
WRESTLER's performance or appearance at such Event.
9. WRESTLER S OBLIGATIONS
9.1
RESTLER shall bear responsibility for obtaining all appropriate licenses to engage in,
participate in, or otherwise appear in professional w restling exhibitions.
9.2
RE STL ER sha ll be responsib le for WR EST LE R's ow n t ra in ing , condi tioning, and
maintenance of w restling skills and abilities, as long as they do not interfere with WR ES TL ER 's
appearance at scheduled events as follows:
(a)
WR EST L ER shall establish his own training program, shall select time of training,
duration of training, exercises, pattern of exercise and other actions app ropriate to obtaining and
maintaining p hysical fi tness for w restling. WR ES TL ER shall select his ow n training app aratus,
including mats, weights, machines and other exercise paraphernalia. WRESTLER is responsible for
supp lying his ow n training facil it ies and eq uipm ent, whether by purchase, lease, license, or
otherwise.
(b)
WR EST LE R shall establish his ow n m ethod of p hysical conditioning, shall select
time for conditioning, duration of conditioning and form of conditioning. WR EST LE R shall select
time for sleep, time for eating, and time for other activities. WR ESTL ER shall select his own foods,
vitamins and other ingested items, excepting illegal and/or controlled substances and drugs, w hich
are prohibited by PROMOTER'S drug policy.
9.3
RES TL ER shall be responsible for providing all costumes, wardrobe, props, and make-up
necessary for the performance of W REST LER 's services at any Event and WR ESTL ER shall bear
all costs incurred in connection w ith his transportation to and from any su ch Events (excep t for those
transportation costs which are covered by PROMOTER's then current Travel Policy), as well as the
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costs of food consum ed and hotel lodging ut i lized by W R ES TL ER in connection with his
appearance at such Events.
9.4
RE ST LE R shall use best efforts in employing W RE ST LE R's skills and abilities as a
professional wrest ler and be responsible for developing and executing the v arious details,
movem ents, and maneuvers required of w restlers in a professional wrestling exhibition.
9 . 5
RES TL ER shall take such precautions as are appropriate to avoid any unreasonable risk of
injury to himself and to others in any and all Events. These precautions shall include, w ithout
limitation, pre-match review of all w restling moves and m aneuvers w ith w restling p artners and
oppo nents; and pre-match dem onstration and/or practice w ith wrestling p artners and op ponents to
insure familiarity w ith anticipated wrestling moves and m aneuv ers during a wrestling match. In the
event of injury to W REST LER , and/or WR ESTL ER's partners and opponents during a wrestling
match, WR EST LE R shall immediately signal partner, oppo nent and/or referees that it is time for the
match to end; and WR EST LE R shall finish the match forthwith so as to avoid aggravation of such
injury.
9.6
RE STL ER shall use best efforts in the ring in the performance of w restling services for a
match or other activity; in order to provide an honest exhibition of W RE STL ER 's wrestling skills
and abilities, consistent with the customs of the professional wrestling industry; and W RE STL ER
agrees all matches shall be finished in accordance with the PROMOTER's direction. Breach of this
paragraph shall cause a forfeiture of any pay ment due W RES TL ER p ursuant to Section 7 of this
Agreement and all other obligations of PRO M OTE R to WR ESTL ER hereunder, shall entit le
PRO M OTER to terminate this Agreement, or suspend WR ESTL ER w ithout pay, but such breach
shall not terminate
PROMOTER s
licenses and other rights under this Agreement. If PRO M OT ER
in its discretion suspends this Agreemen t, w hen reinstated, PR OM OT ER m ay extend the Term of
this Agreement for a period of time equ al to the period of suspension or any portion thereof and this
Agreem ent will therefore continue to be of full force and effect throug hou t the remaind er of the
Term.
9.7
RE STL ER agrees to cooperate and assist without any addit ional paym ent in the
pub licizing, advertising and promoting of scheduled Ev ents, including w ithout limitation, appearing
at and participating in a reasonable number of joint and/or separate press conferences, interviews,
and other pu blicity or exploitation appearanc es or activities (any or all of w hich may be filmed,
taped, or otherwise recorded, telecast by any f orm of television now known or hereafter discovered,
including without limitation free, cable, pay cable, and closed circuit and p ay-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 b y m eans of v ideodisc, video cassette,
theatrical mo tion picture and/or non-theatrical motion p icture and Internet), at times an d places
designated by PROMOTER, in connection therewith.
9.8
RES TLE R acknow ledges the right of PRO M OT ER to make decisions with respect to the
preparation and exp loitation of the Program s and/or the exercise of any other rights respecting
Original and/or New Intellectual Property, and in this connection WR EST LE R acknow ledges and
agrees that PR OM OT ER'S d ecision with respect to any agreem ents disposing of the rights to the
Original and/or New Intellectual Property are final, except as to W RE STL ER 's legal name, w hich
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PR OM OT ER m ay only dispose of upon WR ESTL ER's wri tten consent . WR ESTL ER agrees to
execute any agreements PR OM OTE R deems necessary in connection with any such agreements,
and if W RES TL ER is unavailable or refuses to execute such agreements, PRO M OT ER is hereby
authorized to do so in WREST LER 's name as WRES TL ER'S attorney-in-fact.
9.9 WR ESTL ER agrees to cooperate fu l ly and in good fa i th w i th PR OM OTER to obtain any
and all documentation, applications or physical examinations as may b e required by any gov erning
authority w ith respect to WR ESTL ER's app earance and/or performance in
a professional w restling
match.
9.10 WRESTLER, on behalf of himself and his heirs, successors, assigns and personal
representatives, shall indemnify and defend PR OM OTER and PR OM OTER 's licensees, assignees,
paren t corporation, sub sidiaries and affiliates and its and their respective officers, directors,
emp loyees, advertisers, insurers and representatives and hold each of them harmless against any
claims, demands, liabilities, actions, costs, suits, attorneys' fees, proceedings or exp enses, incurred
by any of them by reason of W RES TLE R's breach or alleged breach of any w arranty, undertaking,
representation, agreement, or certification made or entered into herein or hereunder by WRESTLER.
W RES TL ER , on behalf of himself and his heirs, successors, assigns and personal representatives,
shall indemnify and defend PRO M O TER and PR O M O TER 's l icensees, ass ignees , parent
corporation, subsidiaries and affiliates and its and their respective officers, directors, emp loyees,
advertisers, insurers and representatives and hold each of the harmless against any and all claims,
demands, liabilities, actions, costs, suits, attorneys' fees, proceedings or expenses, incurred by any of
them, arising out of W RE ST LE R'S acts, transactions and/or conduct w ithin or around the ring,
hallways, dressing rooms, p arking lots, or other areas w ithin or in the imm ediate vicinity of the
fac il it ies where PRO M O TER has scheduled Events a t w hich W RE STL ER is booked. Such
indemnification shall include all claims a rising o ut of any acts, transactions and/or condu ct of
WRESTLER or others occurring at Events or in connection with any appearances or performances
by W RESTL ER not conducted by PR OM OTER in accordance with this Agreement.
9.11 W RES TL ER shall be responsible for payment of all of WRE STL ER's ow n Federal, state or
local income taxes; all social security, FICA and FU TA taxes, if any, as w ell as all contributions to
retirement plans and programs, or other supp lemental income plan or program that wou ld provide
WR EST LE R w ith personal or monetary benefits upon retirement from professional wrestling.
9.12 (a)
RES TLE R shall be responsible for his ow n comm ercial general liability insurance,
w orker's comp ensation insurance, professional liability insurance, as w ell as any excess liability
insurance, as WR ESTL ER deems appropriate to insure, indemnify and defend WRE STL ER w ith
respect to any and all claims arising out of W RE STL ER's ow n acts, transactions, or conduct.
(b)
W RE STL ER acknow ledges that the partic ipat ion and activ i ties required by
WR ESTL ER in connection w ith WR ESTL ER's performance in a professional wrestling exhibition
are dangerous and involve the r isk of ser ious bo di ly injury , including death. W RE STL ER
know ingly and freely assum es full responsibility for all such inherent risks as w ell as those due to
the reckless conduct and/or negligence of PR OM OT ER or other wrestlers.
(c)
WR EST LE R, on behalf of himself and his heirs, successors, assigns and personal
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representatives, hereby releases, waives and discharges PROMOTER from all liability to
W RES TL ER and covenants no t to sue PRO M O TER fo r any and a l l loss o r damage on accoun t of
i n jury r esu l ting in ser ious or permanent in jury to W RE STL ER or WR EST LE R's dea th , w hether
caused by the reckless conduct and/or negligence of the PR OM OT ER or other wrestlers.
9.13 (a) R ES TL ER ma y at his election obtain heal th, l ife and/or disabi l ity insurance to
provide ben efits in the event of physical injury arising out of W RE STL ER 's professional activities;
and WRESTLER acknowledges that PROMOTER shall not have any responsibility for such
insurance or paymen t in the event of physical in jury ar is ing out of WR ES TL ER 's professional
activities.
(b) n the event of p hysical in jury ar is ing out of W RE STL ER 's professional act iv i t ies,
W RES TL ER acknowledges tha t WR ESTL ER is not ent it led to any worker 's compensat ion coverage
or s imilar benef its for injury , disab il ity , death or loss of wages f rom PR OM OT ER; and WR ESTL ER
shall make no c laim agains t PRO M OT ER for such coverage or benef i t.
9 .14 W RE STL ER shal l ac t a t a l l t imes w i th due r egard to pub l ic m ora ls and convent ions dur ing
the te rm of th i s Agreement . I f WR EST LE R shal l have com mi t ted or sha l l comm i t any ac t or do
anything that is or shall be an offense or v iolation involv ing moral turpitud e under Fe deral, state or
local laws, or which br ings W R ES TL ER into pu bl ic disrepute, contemp t , scandal or ridicule, or
w hich insu l ts o r o f fends the comm uni ty o r any em ployee , agen t o r a ff i li a te o f PR O M O TER or
which injures WR ESTL ER's reputation in PRO M OT ER'S sole judgment, or diminishes the value of
WR ESTL ER's professional wrest ling services to the public or PRO M OTE R, then at the t ime of any
such act , or any t ime af ter PRO M OT ER learns of any such act , PRO M OT ER shall have the r ight to
f ine WR ESTLER in an amount to be de te rmined by PRO M OTER ; and PROM OTER shal l have the
right to suspend and/or terminate this Agreement forthwith. In the event that WWE elects to
terminate this Agreement, WWE's only financial obligation shall be to pay Talent's Minimum
Ann ual Com pensation through the date of termination.
9.15 During the Term, WRESTLER acknowledges and agrees that he shall not work or
perform in any capacity for any other wrestling organization and/or entity not owned or
controlled by PROMOTER or any affiliated or subsidiary company thereof, including without
l imitation app earances in l ive events , pay-p er-view or other te levised events .
10 WARRANTY
10.1 (a)
RES TL ER represents , w arrants , and agrees that W RES TL ER is f ree to enter in to
t h is Agreement and to grant the r ight s and li censes here in granted to PR OM OT ER; W RES TL ER
has not heretofore entered and shall not hereaf ter enter in to any contract or agreement w hich is in
confl ict w i th the provisions hereof or which w ould or might inter fere w i th the ful l and com plete
performance by W RE STL ER of his obligations hereunder or the f ree and unimp aired exercise by
PR O M OT ER of any of the r ights and l icenses herein granted to i t; WR EST LE R fu rther represents
and warrants there are no prior or pending claims, administrative proceedings, civil lawsuits,
criminal prosecutions or other l i t igation matters, including without l imitation any immigration or
athletic comm ission related m at ters, affect ing W RE STL ER w hich wo uld or might inter fere w i th
PROMOTER's full and complete exercise or enjoyment of any rights or licenses granted hereunder.
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11. EARLY TERMINATION
11.1 (a) This Agreement may be terminated by P RO M O TER during the Term for any reason
whatsoever by providing WRESTLER ninety (90) days advance written notice of said
termination.
(b)
This Agreement may also 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 fu rther liability on the p art of either.
(c)
In the event of such early termination, PROM OTE R shall pay WR ESTL ER for all uses
of the Intellectual Property in accordance with paragraphs 7.3, 7.4, 7.5 and 7.6.
11.2 This Agreement will be terminated by WRESTLER's death during the Term, with no further
compensation due WRESTLER'S heirs, successors, personal representatives or assigns.
11 .3 Up on the termination of this Agreem ent for any reason, including b reach, the part ies
acknowledge and agree that PRO M OTE R shall own all right, title and interest in all Works, New
Intellectual Property and any registrations thereof and PRO M OT ER 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 Agreem ent incorporating any O riginal Intellectual P roperty, and (i i) produced
incorporating New Intellectual Property, in perpetuity.
12 . BREAC H
12.1 In addition to those reasons set forth elsewhere in this Agreement, PRO M OT ER shall have
the right, in its sole discretion, to immediately suspend or terminate the operation of this Agreement,
both as to services and compensation, if any of the following occurs:
(a) WR ESTL ER violates PRO M OTER 's drug policy as conveyed to WR ESTL ER
and/or his representative or fails PRO M OTE R's pre-contract drug screening;
(b)
WRESTLER is habitually late and/or absent for scheduled Events or appearances as
PR OM OT ER determines in its sole discretion;
(c)
WR ESTL ER fails any physical examination conducted on behalf of PRO M OTER ,
as required herein;
(d)
WR EST LE R fails to m aintain physical condition or training such that his weight,
and/or his performance is unsatisfactory as determined by PRO M OTE R in its sole discretion; or
(e)
PR O M O TER is unable to obtain any necessary athlet ic comm ission l icenses or
immigration clearances for WR ESTL ER
12 .2 In the even t W RES TL ER breaches th i s Agreement, PRO M OT ER may recover such
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actual direct dam ages as may b e established in a court of law, as provided in Paragrap h 13 .8. In
addition, in the event of termination pursu ant to this Paragrap h, WR ES TL ER shall forfeit any
future payments due pu rsuant to paragraph 7 and W RE STL ER shall not appear under, use, refer
to or exp loit in any m anner, parenthetically or otherw ise, the O riginal Intellectual Prop erty for
the remainder of the Term and the New Intellectual Property forever. Further, at PRO M OT ER 's
sole option, the Term of this Agreement may be extended b y the term of any suspension period,
in whole or in part, with all other terms and conditions hereof remaining in full force and effect
during such extended per iod. In the event WR ESTL ER breaches this Agreement , WR ESTL ER
acknow ledges and agrees that he shall not w ork or perform in any cap acity in the U nited States
for any other wrestl ing organization and/or ent ity not owned or control led by PR O M O TER or
any affil iated or subsidiary comp any thereof, including w ithout l imitation appearances in live
events, pay- per-view or other televised events, for one (1) year from the date of the termination
of this Agreement as a result of breach of this Agreement by W RES TL ER
12 .3 The parties further agree that because of the special, unique, and extraordinary nature of the
obl iga tions of PR O M O TER and W RE STL ER respec ting a ll r ights and l icenses concerning
bookings, promoting, Program s, Events, Intellectual Property, w hich are the subject matter of this
Agreement, W RES TL ER'S b reach of this Agreement shall cause PRO M OTE R irreparable injury
which cannot be adequately measured by monetary relief; as a consequence PROMOTER shall be
ent it led to injunct ive and other equi table relief against WR EST LE R to prevent WR EST LE R'S
breach or default hereunder and su ch injunction or equitable relief shall be without p rejudice to any
other rights, remedies or damages w hich PRO M OT ER is legally entitled to obtain.
12 .4 In no circum stances, whatsoev er, shall either party to this Agreem ent be liable to the other
party for any p unitive or exemp lary damages; and all such damages, w hether arising out of the
breach of this Agreement or otherwise, are expressly waived.
13. MISCELLANEOUS
13.1 N othing contained in this Agreement shal l be construed to const itute WR EST LE R as an
employee, partner or joint venturer of PRO M OT ER, nor shall WR ESTL ER have any au thority to
bind PRO M OT ER in any respect. WR ESTL ER is an independent contractor and WR ESTL ER shall
execute and hereby irrevocably appoints PR OM OTER attorney-in-fact to execute, if WR ESTL ER
refuses to do so, any instruments necessary to accomp lish or confirm the foregoing or any and all of
the rights granted to PR OM OTE R herein.
13 .2 This Ag reement contains the entire understanding of the parties with respect to the subject
m atter hereof and all prior understandings, negotiat ions and agreements are m erged in this
Agreement. including without l imitation that certain Letter of Agreement betw een PR OM O TER
and WR EST LE R dated April 28, 2003 and made effective on M ay 21, 200 3. There are no other
agreemen ts, representations, or warranties not set forth herein w ith respect to the subject matter
hereof; and the parties expressly acknowledge that any representation, promise or inducement by
any party to
ny
other party that is not embodied in this Agreement is not part of this Agreem ent,
and they agree that no party shall be bou nd by or liable for
ny
such alleged representation, promise
or inducem ent not set forth herein.
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13.3 This Agreement may not be changed or altered except in w rit ing s igned by P RO M OT ER
and WRESTLER.
13.4 If any prov ision or clause of this Agreement, or portion thereof, shall be held by any court or
other tribunal of com petent jurisdiction to b e illegal, invalid, or u nenforceable in such jurisdiction,
the remainder of such prov ision shall not thereby be affected and shall be given fu ll effect, without
regard to the invalid p ortion. It is the intention of the p arties that, if any c ou rt construes any
provision or clause of this Agreem ent, or any portion thereof, to be illegal, void or unenforceable
becau se of the duration of such provision or the area or matter covered thereby , such court shall
reduce or m odify the du ration, area, or matter of such prov ision, and, in its reduced or modified
form, such provision shall then be enforceable and shall be enforced.
13.5 P R O M O TER shall have the right to assign, license, or transfer any or al l of the rights
granted to and hereund er to any person, firm or corp oration, provided that such assignee has the
financial ability to meet the Prom oter's obligations hereunder, and if any assignee shall assum e in
w riting PR O M O TER 's obligations hereunder, PRO M OT ER shall have no further obligations to
WRESTLER. WRESTLER may not assign, transfer or delegate his rights or obligations hereunder
and any attemp t to do so shall be void.
13.6 A ny no tices required or desired hereunder shall be in w riting 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:
T O P R O M O T E R
O W RESTLER:
World W restling Entertainment, Inc. atthew R . Wiese
Attn: Edw ard L. Kaufm an
168 W . Village Drive
Executive Vice President and General Counsel
lendale, AZ 8530 8
1241 E. M ain Street
Stamford, CT 06 902
The date of mailing shall be deemed to constitute the date of service of any such notice by
PR O M O TER The date of receipt shal l be deemed to consti tute the date of service of any such
notice by W RESTL ER.
13.7 T his Agreement is made in C onnect icut and shal l be governed b y and interpre ted in
accordance with the law s of the S tate of Connecticut, exclusive of its provisions relating to conflicts
of law.
13 .8 The parties agree to subm it any and all disputes arising ou t of or relating in any w ay to this
Agreement exclusively to the jurisdiction of the United States District Court of Connecticut. The
prov ision to subm it all claims, disputes or m atters in qu estion to the Federal court in the State of
Connecticut shall be specifically enforceable; and each party, hereby waiving personal service of
process and v enue, consents to jurisdiction in Connecticut for purpo ses of any other party
seeking or securing any legal and/or equitable relief.
13 .9 In no circumstances, w hatsoever, shall either party to this Agreement b e liable to the other
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party for any punitive or exemplary damages; and all such damages, whether arising out of the
breach of this Agreement or otherwise, are expressly w aived.
14. CON FIDENTIALITY
14 .1 (a) Other than as may be required by applicable law, governm ent order or regulations, or by
order or decree of the Court , WR EST LE R hereby acknow ledges and agrees that in further
consideration of PRO M O TER 'S entering into this Agreement, and continued Agreem ent,
WR EST LE R shall not, at any time during this Agreement, or after the termination of this Agreement
for any reason w hatsoever, disclose to any person, organization, or pub lication, or utilize for the
benefit or profit of W RES TL ER or any other person or organization, any sensitive or otherwise
confidential business information, idea, proposal, secret, or any proprietary information ob tained
while with PR OM OTER and/or regarding PR OM OTER , its employees, independent contractors,
agents, officers, directors, subsidiaries, affiliates, divisions, representatives, or assigns. Included in
the foregoing, by w ay of illustration only and not limitation, are such items as reports, business
plans, sales information, cost or pricing information, lists of suppliers or customers, talent lists, story
lines, scripts, story boards or ideas, routines, gags, costumes or p arts of costum es, accessories,
crowns, inventions, championship, title or other belts (if applicable) and any other tangible or
intangible materials w ritten, comp osed, subm itted, added, imp rovised, or created by or for
WR ESTL ER in connection w ith appearances in the Programs, information regarding any contractual
relationships maintained by P RO M OT ER and/or the terms thereof, and/or any and all information
regarding w restlers engaged by P RO M OTER .
(b) Notw ithstanding the foregoing, WR ESTL ER 's obligation of confidentiality shall not
include information which:
(i)
at the time of disclosure was in the pub lic domain;
(ii)
after such disclosure, becomes generally available to the public other than
through any act or omission by W RES TLER ; and
(iii)
is required to be disclosed by any court of com petent jurisdiction, provided
that prior written notice of such disclosure is furnished to PRO M OT ER in a timely
manner in order to afford PR OM OT ER an opportunity to seek a protective order against
such disclosure.
14.2 W RE STL ER acknowledges and agrees that its agreement to be bou nd by the terms hereof is
a material condition of PR OM OT ER'S w ill ingness to use and continue to use WR ESTL ER's
services. Other than as may b e required by app licable law , government order or regulation; or by
order or decree of the court, the parties agree that neither of them shall publicly divulge or
announce,
or in any manner disclose, to any third party, any o f the specific terms and conditions of this
Agreem ent; and both p arties w arrant and covenant to one another that none of their officers,
directors, employees or agents will do so either. Notwithstanding the foregoing, WRESTLER shall
be free to disclose the terms and conditions of this Agreem ent to his lawy ers, agents, financial
advisers and spouse and PR O M O TER shall be free to disclose the terms and conditions of this
Agreem ent to its lawyers, accountants and to those employees w ho have a legitimate need to know
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such information.
14.3 T his Agreement any am endments thereto may be execu ted in counterparts, each of w hich
shall be deemed to b e an original and all of which taken together shall be deemed to constitute
the same instrument. Cou nterparts may be ex ecuted ei ther in original or faxed form and the
parties adopt any signatu res received by a receiving fax m achine as original signatures of the
parties.
All of the terms and con ditions of any Adden da or Schedu les are incorporated herein by
reference and made a p art hereof.
IN W ITNES S W HE REO F, the parties have executed this Agreement on the day and year written
below.
WORL D WRESTL IN G
ENTERTAINMENT, INC.
_ ( PROM OTER )
of Talent Relations
Date`
2
3f
S T AT E O F C O N N E C T I C UT
ss: Stamford
C O U N T Y O F F A I R F IE L D
M AT T H E W R . W I E S E
( W R E S T LE R )
By:
M t fh e w R W i es e
Date:
O n
L
2 4
004 before me personally came John L aurinaitis, Vice
President of Tent Relations, to me known, and known to me to be the individual described in, and
who executed the foregoing, and duly acknowledged to me that he is a duly authorized corporate
officer of W orld Wrestling Entertainment, Inc., and that he executed the same on behalf of said
Company.
WITN ESS my hand and notarial seal this
___
day of
K u
2004.
l
~
tart' Pub l ic U
M y comm iss ion exp i re s:
MARGARET.
- T U A
NOTAR ;ZBLI ;E
M Y C O M M I S S IO N
EXPIRES
JULY` 31, 2007
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STATE OF
ss
COUN TY OF
y i7)
I am a N otary Public for said Cou nty and State, do hereby certify that Matthew R . Wiese
personally app eared before me this day and acknow ledged the due execution of the foregoing
instrument to be his free act and deed for the pu rposes therein expressed.
WITN ESS my hand and notarial seal this
l
day of
~
2004.
Notary Pub lic
My commission expires:
t4 CY
.2 O
nllarc9Y
~
, •
3
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S C H E D U L E A
O R I G I N A L I N T E L L E C T U A L P R O P E R T Y
M A T T H E W R . W I E S E
M AT T W I E S E
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S C H E D U L E B
E X C E PT IO N S T O W A R R A N T Y
P E N D I N G C O N T R A C T S / C L A Il V IS /L I T IG A T I O N W H I C H M A Y I N T E R F E R E O R
C O N F L I C T W I T H
W R E S T L E R 'S P E R F O R M A N C E A N D / O R G R A N T O F R I G H T S
NONE