M-1 Global BOUT Agreement

This Bout Agreement (hereinafter the " Agreement "), is dated as of, and made by and among the following Persons (each an " Agreement Party "):

(1) ___________________________________________________________________, (hereinafter referred to as the “FIGHTER”), whose address is _____________________________________________________________________

___________________________________________________________________;

(2) M-1 GLOBAL, a Dutch corporation with offices at Hendrik Figeeweg 1X, 2031 BJ, The Netherlands (hereinafter collectively referred to as “PROMOTER”).

In consideration of the mutual promises contained herein, the parties agree as follows:

1. FIGHTER will engage in a professional mixed martial arts (“MMA”) contest with ___________________________ scheduled for ________ rounds of five (5) minutes each round, to a decision (hereinafter referred to as the "BOUT”). The BOUT will be held on March 5, 2011 at Krokus City complex situated in Moscow, Russia. The BOUT will be conducted in conformity with the rules and regulations of the applicable athletic commission. FIGHTER agrees that he will execute and comply with a standard bout agreement for the BOUT on the form required by the applicable athletic commission (herein referred to as the "Commission Bout Agreement") and any and all other documents reasonably required in connection with the exercise of the rights granted to PROMOTER hereunder and shall be bound by all of the terms and conditions therein.

2. PROMOTER or its designee will promote the BOUT. FIGHTER grants to PROMOTER all rights required to stage the BOUT, including but not limited to site fees, live gate receipts, sponsorship fees, and television license fees. FIGHTER grants to PROMOTER the exclusive worldwide rights to the BOUT, in perpetuity, including the unrestricted right to telecast, photograph, record or otherwise reproduce the BOUT and the events preceding and following the BOUT and between the rounds in any and all media in or by any manner, method, devise (now know or hereafter devised), including without limiting the generality of the foregoing, the unlimited and unrestricted right to telecast the BOUT by means of live, delayed, interactive, or closed circuit television, paid, subscription, pay per view, internet, toll television, internet broadband, digital, or video on demand, photograph, telephone, computer, CD-ROM, internet (as such term is understood currently and in the future, films and tapes for exhibition in all media and in all languages, whether for theatrical exhibition or for sale, lease or license for home use, including audio and audio-visual cassettes, "EVR", holograms and the unlimited right to deal with any or all the foregoing, and all other rights, privileges, benefits, matters and things incident to or arising out of all or any of the foregoing, and to obtain copyright or similar protection in the United States and all other countries of the world where such protection is available in the name of the PROMOTER or PROMOTER'S nominee or all other rights, privileges, benefits, matters and things incident to or arising out of all or any of the foregoing, all in such a manner as the PROMOTER in its sole discretion shall determine. FIGHTER grants to PROMOTER the right to use in any media the name, likeness and biographical material of FIGHTER, his trainers and seconds, for the purpose of advertising and promoting the BOUT, and the rights granted hereby, including souvenir programs and merchandise sold in connection with the BOUT or any time thereafter. The PROMOTER and its licensees or assignees shall have the right to use the name of FIGHTER, his photograph or other likeness on commercial merchandising tie-ups and advertisements, banners, buttons, posters, souvenir items and all similar products, but only in connection with the BOUT. All of the rights, privileges and benefits granted to the PROMOTER by FIGHTER pursuant to the preceding sentences of this Section are hereinafter referred to as "ancillary rights". The PROMOTER shall be free to assign, license or transfer any or all of the ancillary rights to any person, firm or corporation.

3. As full compensation for the rights herein granted to PROMOTER and for the services and performances required of and to be rendered by FIGHTER herein and on the condition that the BOUT is completed in accordance with and subject to the provisions hereof and of the standard MMA contracts to be signed and as provided herein, PROMOTER agrees to pay to FIGHTER, and FIGHTER agrees to accept a purse of ________________________________, upon completion of the BOUT. PROMOTER may deduct and withhold from the purse such sums, which PROMOTER may have advanced on behalf of the FIGHTER and/or which the applicable sanctioning organization, athletic commission, or governing body of the BOUT charges the FIGHTER. Also, PROMOTER may deduct and withhold from the purse any applicable taxes (including any federal, state or local withholding taxes) imposed or required by any applicable taxing authority. FIGHTER agrees that in the event FIGHTER sustains an injury or otherwise fails to perform under the agreement then FIGHTER shall reimburse PROMOTER any advance related to the BOUT, and shall be obligated to return any portion of unused training expenses to PROMOTER.

4. FIGHTER represents, warrants and agrees that he is free to enter into this Agreement and has not heretofore entered into and will not, prior to the BOUT, enter into any contract or agreement with respect to an MMA bout or any other athletic contest or exhibition, without the approval of the PROMOTER and that there is, in fact, no contract or agreement in existence in conflict or alleged to be in conflict with the provisions hereof or which purports to grant to another similar or conflicting rights or which would or might interfere with the full and complete performance by FIGHTER of the obligations hereunder or the free and unimpaired exercise by PROMOTER of any of the rights herein granted to it. FIGHTER further represents that there are no pending claims or litigation affecting FIGHTER which would or might interfere with the full and complete exercise or enjoyment by PROMOTER of any rights granted hereunder or FIGHTER’s valid exercise of this Agreement. FIGHTER agrees that should he be charged with any crime or activity constituting moral turpitude, PROMOTER at its sole discretion shall have the right to cancel this contract.

5. If PROMOTER shall so request, FIGHTER will commence training at the site of the BOUT at suitable training facilities to be provided by PROMOTER at no cost to FIGHTER, no less than five (5) days prior to the date of the BOUT. FIGHTER agrees that he will cooperate and assist in the publicizing, advertising and promotion of the BOUT and that he will appear at and participate in a reasonable number of joint and/or separate press conferences, interviews (before and after the BOUT) and other publicity or exploitation appearances and/or activity (any of all of which may be telecast, broadcast, recorded and/or filmed), at times and places designated by PROMOTER.

6. FIGHTER acknowledges and agrees that the services to be rendered or furnished by him and the rights granted to PROMOTER hereunder are of a special, unique and extraordinary character, giving them peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law and would cause PROMOTER irreparable damage and injury. FIGHTER therefore agrees that PROMOTER shall be entitled to injunctive and other equitable relief to prevent any breach or default hereunder, which shall be in addition to and without prejudice to any other rights or remedies PROMOTER may have in such event.

7. FIGHTER shall not fight in any other bout during the period from the date of this Agreement to the date of the BOUT. PROMOTER shall have the absolute right to cancel this Agreement without liability or obligation to FIGHTER in the event FIGHTER breaches the covenant of this Section, without limitations or any other remedies, PROMOTER may have including, but not limited to damage and injunctive relief.

8. PROMOTER shall have the right to assign, license or transfer any or all of the rights granted to it hereunder to any person, firm or corporation for the sole purpose of a specific promotion but shall be responsible to FIGHTER for all terms herein.

9. FIGHTER agrees that no wording, symbols, pictures, designs, name or other advertising or informational material shall appear on the trunks, robe, shoes or other clothing worn by FIGHTER, his trainers, seconds or assistants during and/or at the BOUT without the prior approval of PROMOTER. If PROMOTER does not, in its sole discretion, grant such approval, FIGHTER and/or his trainers, seconds or assistants, as the case may be, shall promptly either take corrective action to remove the disapproved material, or shall substitute therefor clothing or equipment provided by PROMOTER. FIGHTER agrees that no wording, symbols, tattoos, pictures, designs, name or other advertising or informational material shall appear on any body part of FIGHTER or his trainers, seconds or assistants during and/or at the BOUT without the prior approval of PROMOTER. If FIGHTER shall breach the agreements set forth in this Section and PROMOTER shall incur any deductions, penalties, fines, setoffs or other similar amounts (collectively, “Penalties”) as a result of such breach, PROMOTER shall have the right to deduct any such Penalties from the purse of FIGHTER (in addition to other rights and remedies afforded to the PROMOTER set forth in this Agreement).

10. PROMOTER shall have the right, at its election, to obtain life or other insurance upon FIGHTER in such amounts as it may determine and at its cost and expense, including but not limited to insurance against the failure of FIGHTER to appear and to participate in the BOUT, and FIGHTER shall have no right, title or interest in such insurance. FIGHTER agrees to cooperate and assist in PROMOTER'S obtaining such insurance, including submitting to such physical or other examinations of FIGHTER as may be required to obtain such insurance.

11. FIGHTER represents that he is in proper physical condition to participate in a professional MMA contest, and that he will immediately inform PROMOTER if he suffers injury or other condition which may impair his ability to participate in the BOUT. PROMOTER may, at its discretion, have FIGHTER examined by a physician or require FIGHTER to undergo reasonable medical tests. FIGHTER agrees to execute any necessary forms for release of any medical records if requested to do so by PROMOTER.

12. In the event that:

(A) a physician licensed by the commission having jurisdiction over MMA contests in the state or country in which the BOUT is to be held certifies that FIGHTER and/or opponent are mentally or physically disabled to such an extent that one or both cannot or should not participate in the BOUT as scheduled; or if PROMOTER so determines based upon medical evidence, or

(B) the BOUT is delayed or prevented from occurring on the scheduled date by reason of an act of God, fire, flood, war, public disaster, other calamity, strike or labor difficulties or any governmental or MMA or athletic commission or association enactment, determination or action, regulation, or order; or

(C) The FIGHTER or FIGHTER’s opponent shall, for any reason, fail or refuse to participate in the BOUT; or

(D) If the anticipated television broadcaster (or sponsor, if applicable) of the BOUT is unable or unwilling, or for any other reason fails, to broadcast (or sponsor, as applicable) the BOUT; or

(E) If the BOUT is scheduled as an undercard match and any event causing the delay or cancellation of the main event bout on the same MMA program as the BOUT, then:

PROMOTER shall, within ten (10) days after the physician so certifies and/or within ten (10) days of the occurrence of the event causing the delay or cancellation of the MMA program (or the main event or the BOUT as described in this Section 15), give FIGHTER written notice of:

(i) the reason why the BOUT will not be conducted as scheduled, and

(ii) the PROMOTER’S decision, which decision shall be within the PROMOTER'S sole discretion, to:

(a) reschedule the BOUT ("Rescheduled Bout") to a date not later than sixty (60) days after the date scheduled for the BOUT in Section 1 hereof if FIGHTER is reasonably available within the sixty day period or

(b) Terminate this Agreement. If this Agreement is terminated pursuant to this Section 15, then notwithstanding any other rights and remedies of the parties hereto, PROMOTER shall have no liability to FIGHTER for its decision to terminate.

13. Should PROMOTER determine to reschedule the BOUT, this Agreement shall remain in full force and effect during the period of any such extension or postponement. Should the PROMOTER determine to terminate this Agreement, or if the BOUT cannot be conducted on or before a date within sixty (60) days after the date scheduled in Section 1 hereof, then this Agreement shall terminate and no payment shall be due to FIGHTER for the purse of the BOUT.

14. If FIGHTER shall fail, refuse or be unable, for any other reason to fully perform his obligations or agreements hereunder, or shall be in material breach or default hereunder, including breach of representation, then in addition to any other rights and remedies it may have in such event, PROMOTER may terminate this Agreement by notice to FIGHTER. In the event of a termination pursuant to this Section, any and all advances to FIGHTER shall be refunded to PROMOTER.

15. Each of the parties hereto agrees to execute and deliver any and all further documents necessary to carry out the purposes herein.

16. This Agreement may be executed in multiple counterparts each of which shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Facsimile machine copies of this Agreement may be executed by the parties and shall be deemed as binding as if originals had been executed.

17. Any notices required hereunder shall be in writing and sent postage prepaid by certified or registered mail or by prepaid telegram addressed as follows (or addressed as the parties may hereafter in writing otherwise designated):

TO PROMOTER: TO FIGHTER:

M-1 GLOBAL

c/o Legal Counsel

8383 Wilshire Blvd., Ste. 230

Beverly Hills, CA 90211

Fax: [phone]

Email: [e-mail]

Three days after the date of mailing or delivery to the telegraph office shall be deemed to constitute the date of service of any such notice. If sent by fax or personally delivered, the date of service shall be considered the date sent or delivered.

18. This Agreement sets forth the entire agreement among parties with respect to the BOUT and supersedes and replaces all prior and contemporaneous warranties, representations and agreements, whether written or oral, relating to the BOUT and may not be amended or modified except by written agreement executed by the parties hereto. For purposes of clarity, the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of PROMOTER under the Agreement, nor constitute a waiver of any provision of the Agreement. The provisions of the Agreement are and shall remain in full force and effect. This Agreement shall be governed by and subject to the laws of the Netherlands.

IN WITNESS WHEREOF the parties have executed this AGREEMENT on the day and year first above written.

PROMOTER: FIGHTER:

________________________________

M-1 Global Date Date

AUTHORIZED REPRESENTATIVE

_____________________________

Witness/Manager Date

Дата добавления: 2015-09-06